Does the Care Plus Medical Ucc agreement specify that each covenant is independent of other provisions?
Care_Plus_Medical_Ucc Franchise · 2024 FDDAnswer from 2024 FDD Document
- (c) Interpretation. The parties agree that each of the foregoing covenants is independent of any other covenant or provision of this Agreement. If all or any portion of the covenants in this Section is held to be unenforceable or unreasonable by any arbitrator or court, then the parties intend that the arbitrator or court modify such restriction to the extent reasonably necessary to protect the legitimate business interests of Care Plus Medical UCC. Franchisee agrees that the existence of any claim it may have against Care Plus Medical UCC shall not constitute a defense to the enforcement by Care Plus Medical UCC of the covenants of this Section. If a Restricted Party fails to comply with the obligations under this Section during the restrictive period, then the restrictive period will be extended an additional day for each day of noncompliance.
Source: Item 22 — CONTRACTS (FDD page 41)
What This Means (2024 FDD)
According to Care Plus Medical Ucc's 2024 Franchise Disclosure Document, the Franchise Agreement specifies that each covenant, particularly those related to non-competition, is independent of any other provision within the agreement. This is outlined in Section 13.2(c) of the agreement, which focuses on covenants not to compete. This independence means that if one part of the agreement is found to be unenforceable, the other covenants still remain in effect.
For a prospective Care Plus Medical Ucc franchisee, this clause has significant implications. It reinforces the importance of adhering to each covenant, especially those concerning non-competition, as each stands alone legally. Should a franchisee consider challenging any part of the agreement, they should be aware that a successful challenge to one provision will not automatically invalidate others.
Furthermore, the agreement specifies that if any part of the non-compete covenants is deemed unenforceable, the intention is for a court or arbitrator to modify the restriction to protect Care Plus Medical Ucc's business interests. This demonstrates Care Plus Medical Ucc's commitment to enforcing non-compete obligations to the fullest extent possible, within legal boundaries. The franchisee also acknowledges that any claims they might have against Care Plus Medical Ucc do not serve as a defense against the enforcement of these covenants. This clause is designed to protect Care Plus Medical Ucc's interests by ensuring franchisees cannot avoid their non-compete obligations based on separate disputes with the company.