Can Deck Medic unilaterally modify the terms of Article 4 regarding intellectual property and non-competition?
Deck_Medic Franchise · 2024 FDDAnswer from 2024 FDD Document
You agree that: (i) the terms of this Agreement are reasonable both in time and in scope of geographic area; and (ii) you have sufficient resources and business experience and opportunities to earn an adequate living while complying with the terms of this Agreement. You waive any right to challenge the terms of this Agreement as being overly broad, unreasonable or otherwise unenforceable. Although you and we both believe that the covenants in this Agreement are reasonable in terms of scope, duration and geographic are, we may at any time unilaterally modify the terms of this Article 4 (Intellectual Property, Brand Protection and Non-Competition Covenants and Restrictions) by limiting the scope of the Prohibited Activities, narrowing the definition of a Competitive Business, shortening the duration of the Restricted Period, reducing the geographic scope of the Restricted Territory and/or reducing the scope of any other covenant imposed upon you under this Article 4 to ensure that the terms are enforceable under applicable law.
Source: Item 23 — RECEIPTS (FDD pages 43–228)
What This Means (2024 FDD)
According to Deck Medic's 2024 Franchise Disclosure Document, Deck Medic retains the right to unilaterally modify Article 4 of the franchise agreement, which pertains to intellectual property, brand protection, and non-competition covenants. However, these modifications are limited to reducing the restrictions on the franchisee.
Specifically, Deck Medic may limit the scope of prohibited activities, narrow the definition of a competitive business, shorten the duration of the restricted period, reduce the geographic scope of the restricted territory, and/or reduce the scope of any other covenant imposed upon the franchisee under Article 4. The purpose of these modifications is to ensure that the terms are enforceable under applicable law.
This clause also states that the franchisee waives any right to challenge the terms of the agreement as being overly broad, unreasonable, or otherwise unenforceable. However, the franchisor's ability to modify the agreement unilaterally is limited to making the terms more favorable to the franchisee, not more restrictive. This protects the franchisee from potentially unreasonable or overly broad restrictions while allowing Deck Medic to adapt the agreement to comply with changing laws.