In the Byrider franchise agreement, what happens to the invalid or unenforceable provision, specification, standard or operating procedure?
Byrider Franchise · 2025 FDDAnswer from 2025 FDD Document
All provisions of this Agreement are severable and this Agreement shall be interpreted and enforced as if all completely invalid and unenforceable provisions were not contained herein and partially valid and enforceable provisions shall be enforced to the extent valid and enforceable.
If any applicable and binding law or rule of any jurisdiction requires a greater prior notice of the termination or refusal to extend the Term or prior notice of the refusal to grant the right to obtain a Successor Franchise Agreement than is required herein or the taking of some other action not required hereunder or if under any applicable and binding law or rule of any jurisdiction, any provision of this Agreement or any specification, standard or operating procedure prescribed by the Company is invalid or unenforceable, the prior notice or other action required by such law or rule shall be substituted for the notice requirements hereof, or such invalid or unenforceable provision, specification, standard or operating procedure shall be modified to the extent required to be valid and enforceable.
Such modifications to this Agreement shall be effective only in such jurisdictions and shall be enforced as originally made and entered into in all other jurisdictions.
Source: Item 23 — Receipts (FDD pages 88–335)
What This Means (2025 FDD)
According to the 2025 Byrider Franchise Disclosure Document, the franchise agreement contains a severability clause addressing what happens if any provision is deemed invalid or unenforceable. The agreement states that it will be interpreted and enforced as if the invalid provisions were never included. If a provision is only partially invalid or unenforceable, it will be enforced to the extent that it remains valid and enforceable.
Furthermore, if any applicable law requires a greater prior notice of termination, refusal to extend the term, or refusal to grant a Successor Franchise Agreement than what is stipulated in the agreement, the requirements of that law will supersede the agreement's notice requirements. Similarly, if any provision, specification, standard, or operating procedure prescribed by Byrider is deemed invalid or unenforceable under any applicable law, it will be modified to the extent necessary to make it valid and enforceable.
These modifications will only be effective in the specific jurisdictions where they are required and will not affect the enforcement of the agreement in other jurisdictions. This ensures that the franchise agreement remains as consistent and enforceable as possible across different legal environments, while also complying with local laws. This clause aims to preserve the overall intent and enforceability of the franchise agreement, even if specific parts of it are challenged or found to be non-compliant with local regulations.