What happens if any provision of the Chem Dry agreement is found to be invalid by a court?
Chem_Dry Franchise · 2024 FDDAnswer from 2024 FDD Document
This Agreement does not limit any rights that CDI may have under trade secret, copyright, patent, trademark or other laws. The failure to exercise or enforce any right or provision of this Agreement will not constitute a waiver of such right or provision. If any provision of the Agreement is found by a court of competent jurisdiction to be invalid, the court should endeavor to give effect to the parties' intentions as reflected in the provision, and the other provisions of the Agreement remain in full force and effect. Any claim or cause of action arising out of or related to use of the Agreement or the Service must be filed within one (1) year after such claim or cause of action arose or be forever barred. If any litigation or other dispute resolution proceeding is commenced between parties to this Agreement to enforce or determine the rights or responsibilities of the parties, the prevailing party or parties in the proceeding will be entitled to receive, in addition to any other relief granted, its reasonable attorneys' fees, expenses, and costs incurred preparing for and participating in the proceeding. The section titles in the Agreement are for convenience only and have no legal or contractual effect. The Agreement will inure to the benefit of CDI and its successors and assigns.
Source: Item 23 — Receipts (FDD pages 68–264)
What This Means (2024 FDD)
According to Chem Dry's 2024 Franchise Disclosure Document, if a court of competent jurisdiction finds any provision of the Franchise Agreement to be invalid, the court should try to implement the original intentions of the parties as reflected in that provision. Importantly, the remaining provisions of the Chem Dry Franchise Agreement will continue to be valid and remain in full effect. This ensures that even if one part of the agreement is unenforceable, the rest of the agreement still binds both Chem Dry and the franchisee.
This clause is fairly standard in franchise agreements. It aims to maintain the integrity of the overall contract even if specific clauses are challenged and deemed unenforceable. For a prospective Chem Dry franchisee, this means that they can expect the core obligations and benefits of the franchise agreement to remain in place, even if minor details are altered by court decisions.
It is important for a potential Chem Dry franchisee to understand that this clause does not protect them from all legal challenges. It simply clarifies that the entire agreement will not be voided due to one invalid provision. Franchisees should still seek legal counsel to fully understand their rights and obligations under the Chem Dry Franchise Agreement and to assess the potential impact of any specific clauses that may be subject to legal challenges.