Does the Crab N Spice agreement state that each covenant is independent of other covenants?
Crab_N_Spice 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 court, then the parties intend that the court modify such restriction to the extent reasonably necessary to protect the legitimate business interests of CNS Franchising. Franchisee agrees that the existence of any claim it may have against CNS Franchising shall not constitute a defense to the enforcement by CNS Franchising 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 pages 50–51)
What This Means (2024 FDD)
According to Crab N Spice's 2024 Franchise Disclosure Document, the franchise agreement specifies that each covenant within the non-compete section is considered independent of any other covenant or provision in the agreement. This means that if a court finds any part of the non-compete agreement to be unenforceable, the remaining parts of the agreement should still be valid and enforceable.
This independence clause is intended to protect Crab N Spice's legitimate business interests. If a court deems a specific restriction unreasonable, the agreement states that the parties intend for the court to modify the restriction only to the extent necessary to protect Crab N Spice's interests. This suggests that Crab N Spice aims to maintain as much of the non-compete protection as possible, even if some parts are challenged.
The agreement also clarifies that any claims the franchisee may have against Crab N Spice do not serve as a valid defense against the enforcement of the non-compete covenants. Furthermore, if a restricted party violates the non-compete obligations, the restricted period will be extended by one day for each day of noncompliance, reinforcing the importance of adhering to these covenants.