Does the Clean Your Dirty Face franchise agreement specify that its provisions are severable?
Clean_Your_Dirty_Face Franchise · 2025 FDDAnswer from 2025 FDD Document
Each section, paragraph, term and provision of this Agreement and any portion thereof shall be considered severable and if for any reason any such provision is held to be invalid or contrary to or in conflict with any applicable present or future law or regulation in a final, unappealable ruling issued by any court, agency or tribunal with competent jurisdiction in a proceeding to which Franchisor is a party, that ruling shall not impair the operation of or have any other effect upon such other portions of this Agreement as may remain otherwise intelligible. Such other portions shall continue to be given full force and effect and bind the parties hereto. Any portion held to be invalid shall be deemed not to be a part of this Agreement from the date the time for appeal expires if Covenantor is a party thereto or upon Covenantor's receipt of a notice from Franchisor that it will not enforce the section, paragraph, term or provision in question.
Source: Item 22 — CONTRACTS (FDD page 54)
What This Means (2025 FDD)
According to the 2025 Clean Your Dirty Face Franchise Disclosure Document, the franchise agreement contains a severability clause. This means that if a court finds any part of the agreement to be invalid or in conflict with the law, the remaining parts of the agreement will still be valid and enforceable, provided they remain intelligible. The invalid portion will be removed from the agreement, either from the date the appeal time expires or upon the franchisee receiving notice from Clean Your Dirty Face that it will not enforce the specific section, paragraph, term, or provision in question.
This provision protects the overall enforceability of the franchise agreement. It prevents the entire agreement from being voided due to a single clause being deemed unenforceable. For a Clean Your Dirty Face franchisee, this means that even if a specific term is challenged and found invalid, the core obligations and rights within the franchise agreement will likely remain in effect.
Severability clauses are standard in franchise agreements. They provide a level of legal certainty for both the franchisor and the franchisee. It allows the agreement to adapt to changing legal landscapes without requiring a complete renegotiation.
However, it is important to note that the severability clause applies only if the remaining portions of the agreement are still intelligible. If the invalidated clause is so fundamental that its removal makes the rest of the agreement unclear or unworkable, the entire agreement might still be at risk. Franchisees should seek legal counsel to understand the full implications of the severability clause in their specific circumstances.