What should the Degree Wellness Business Associate do if provisions of the agreement conflict with state law?
Degree_Wellness Franchise · 2025 FDDAnswer from 2025 FDD Document
b. If any lawful requirement or court order of any jurisdiction (1) requires a greater advance notice of the termination or non-renewal of this Agreement than is required under this Agreement, or the taking of some other action which is not required by this Agreement, or (2) makes any provision of this Agreement or any specification, program, standard, or operating procedure we prescribed invalid or unenforceable, then the advance notice and/or other action required or revision of the specification, program, standard, or operating procedure will be substituted for the comparable provisions of this Agreement in order to make the modified provisions enforceable to the greatest extent possible. You agree to be bound by the modification to the greatest extent lawfully permitted.
c.
If a state regulator requires an amendment to this Agreement, the amendment is attached to this Agreement.
We will not, however, be precluded from contesting the validity, enforceability, or applicability of such regulator's required amendment in any action relating to this Agreement or to its rescission or termination.
Source: Item 23 — Receipts (FDD pages 66–257)
What This Means (2025 FDD)
According to the 2025 Degree Wellness Franchise Disclosure Document, if any lawful requirement or court order makes any provision of the agreement invalid or unenforceable, then the requirement or court order will be substituted for the comparable provisions of the agreement. This ensures the modified provisions are enforceable to the greatest extent possible. The franchisee agrees to be bound by this modification to the greatest extent lawfully permitted.
This means that if a state law or court ruling conflicts with a specific term in the Degree Wellness franchise agreement, the conflicting term will be adjusted to align with the legal requirement. This clause aims to maintain the agreement's enforceability while adhering to local laws. It protects both Degree Wellness and the franchisee by ensuring the agreement remains valid and compliant.
For a prospective Degree Wellness franchisee, this clause offers a degree of security. It indicates that Degree Wellness is willing to adapt the franchise agreement to comply with local regulations, reducing the risk of legal challenges due to conflicting terms. However, franchisees should still consult with legal counsel to understand how state laws might affect their specific franchise agreement and operations. Degree Wellness also retains the right to contest the validity, enforceability, or applicability of such regulator's required amendment in any action relating to this Agreement or to its rescission or termination.