What happens if part of the Cool Binz agreement is found to be unenforceable?
Cool_Binz Franchise · 2025 FDDAnswer from 2025 FDD Document
Nothing contained in this Agreement will be construed as requiring the commission of any act contrary to law. Whenever there is any conflict between any provision of this Agreement, the COOL BINZ owners' intranet website, or the Operations Manual, and any present or future statute, law, ordinance, or regulation, contrary to which the parties have no legal right to contract, the latter will prevail, but if the provisions of this Agreement, or the Operations Manual thus affected, will be curtailed and limited only if necessary to bring them within the requirements of the law. In the event that any part, article, paragraph, sentence, or clause of this Agreement, the COOL BINZ owners' intranet website, or the Operations Manual, will be held to be indefinite, invalid, or
otherwise unenforceable, the indefinite, invalid, or unenforceable provision will be deemed deleted, and the remaining part of this Agreement will continue in full force and effect.
If any covenant in this Agreement which restricts competitive activity is deemed unenforceable by virtue of its scope in terms of area, prohibited business activity, and/or length of time, but would be enforceable by reducing any part or all of the covenant, 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 is applicable to the validity of the covenant.
If any applicable and binding law or rule of any jurisdiction requires a greater prior notice of termination, or refusal to renew, than this Agreement, the prior notice or other action required by such law or rule will be substituted for the notice requirements of this Agreement. Such modification to this Agreement will be effective only in such jurisdiction and this Agreement will otherwise be enforced as originally made and entered into in all other jurisdictions.
Source: Item 23 — RECEIPTS (FDD pages 63–238)
What This Means (2025 FDD)
According to Cool Binz's 2025 Franchise Disclosure Document, the agreement contains a severability clause. This means that if any part of the Franchise Agreement, the COOL BINZ owners' intranet website, or the Operations Manual is deemed indefinite, invalid, or unenforceable, the problematic section will be removed. The rest of the agreement will remain valid and in effect.
Specifically regarding non-compete clauses, if a restriction on competitive activity is considered unenforceable due to its scope (area, prohibited business activity, or time length), the franchisee and Cool Binz agree that the covenant will be enforced to the fullest extent allowed by law. This suggests that a court may narrow the scope of the non-compete agreement to make it enforceable rather than invalidating it entirely.
Furthermore, if any law requires a greater prior notice of termination or refusal to renew the agreement than what is stipulated in the agreement, the legally required notice will take precedence in that specific jurisdiction. However, this modification only applies to that jurisdiction, and the original agreement will be enforced as is in all other jurisdictions. This ensures that Cool Binz can maintain consistent standards across different locations while still adhering to local regulations.