For Crepe De Licious, what happens if a court reduces the scope of any promise or covenant?
Crepe_De_Licious Franchise · 2025 FDDAnswer from 2025 FDD Document
The parties agree that each of the foregoing covenants will be construed as independent of any other covenant or provision of this Agreement. If all or any portion of a covenant in this Section 17.09 is held unenforceable by a court or agency having valid jurisdiction in an unappealed final decision to which we are a party, you expressly agree to be bound by any lesser covenant imposing the maximum duty permitted by law that is subsumed within the terms of the covenant, as if the resulting covenant were separately stated in and made a part of this Section 17.09. You further agree that the existence of any claim you may have against us, whether or not arising from this Agreement, will not constitute a defense to the enforcement by us of the covenants in this Section 17.09. You understand and acknowledge that we will have the right, in our sole discretion, to unilaterally reduce the scope of any covenant set forth in this Section 17.09 or any portion hereof, without your consent, effective immediately upon receipt by you of written notice thereof; and you agree that you will comply immediately with any covenant as so modified.
Source: Item 22 — CONTRACTS (FDD page 57)
What This Means (2025 FDD)
According to Crepe De Licious's 2025 Franchise Disclosure Document, if a court deems any portion of the non-compete covenants in Section 17.09 unenforceable, the franchisee agrees to be bound by a lesser covenant that imposes the maximum duty permitted by law. This means that the franchisee is still obligated to adhere to a modified, more limited version of the original covenant.
Furthermore, the franchisee's obligations remain even if they have a claim against Crepe De Licious. The existence of any claim the franchisee may have against Crepe De Licious does not provide a defense against the enforcement of these covenants. Crepe De Licious also retains the right to unilaterally reduce the scope of any covenant in Section 17.09 by providing written notice to the franchisee, who must then immediately comply with the modified covenant.
This clause ensures that even if the original terms are found too broad, some level of restriction remains in place, protecting Crepe De Licious's interests to the fullest extent legally possible. The franchisee must comply with these changes immediately upon notification. This could impact the franchisee's ability to engage in competitive activities post-termination, even if the original restrictions are partially invalidated.