What options does Clean Your Dirty Face have if a section of the agreement is deemed invalid?
Clean_Your_Dirty_Face Franchise · 2025 FDDAnswer from 2025 FDD Document
17.A. SEVERABILITY AND SUBSTITUTION OF VALID PROVISIONS.
Except as expressly provided to the contrary in this Agreement, each section, paragraph, term, and provision of this Agreement is severable, and if any part of this Agreement is held to be invalid or contrary to or in conflict with any applicable present or future law or regulation for any reason (in a final, unappealable ruling issued by any court, agency, or tribunal with competent jurisdiction), that ruling will not impair the operation of, or affect, any other portions of this Agreement, which will continue to have full force and effect and bind the parties.
If any covenant which restricts competitive activity is deemed unenforceable by virtue of its scope in terms of area, business activity prohibited, and/or length of time, but would be enforceable if modified, you and we agree that the covenant will be enforced to the fullest extent permissible under the laws and public policies applied in the jurisdiction whose law determines the covenant's validity.
If any applicable and binding law or rule of any jurisdiction requires more notice of this Agreement's termination or of our refusal to enter into a successor franchise agreement, than this Agreement requires, or some other action that this Agreement does not require, or h any provision of this Agreement or any System Standard is invalid, unenforceable, or unlawful, the notice and/or other action required by the law or rule will be substituted for the comparable provisions of this Agreement, and we may modify the invalid or unenforceable provision or System Standard to the extent required to be valid and enforceable or delete the unlawful provision in its entirety. You agree to be bound by any promise or covenant imposing the maximum duty the law permits which is subsumed within any provision of this Agreement, as though it were separately articulated in and made a part of this Agreement.
Source: Item 22 — CONTRACTS (FDD page 54)
What This Means (2025 FDD)
According to Clean Your Dirty Face's 2025 Franchise Disclosure Document, the franchise agreement contains a severability clause that addresses the possibility of a section being deemed invalid. Specifically, if any part of the agreement is found to be invalid or conflicts with any applicable law or regulation by a court, agency, or tribunal, the ruling will not affect the remaining portions of the agreement. The remaining portions of the agreement will still be binding to both parties.
Additionally, if a covenant restricting competitive activity is deemed unenforceable due to its scope (area, business activity, or length of time), Clean Your Dirty Face and the franchisee agree that the covenant will be enforced to the fullest extent permissible under applicable laws and public policies. This means that the franchisor will seek to modify the unenforceable clause to make it enforceable, rather than abandoning it altogether.
Clean Your Dirty Face also has the option to substitute provisions or modify/delete the invalid ones. If any law requires more notice of termination than the agreement stipulates, the legally required notice will replace the agreement's requirement. Clean Your Dirty Face can modify an invalid provision or system standard to make it valid and enforceable or remove an unlawful provision entirely. The franchisee is then bound by the maximum duty the law permits within any provision of the agreement.