How must modifications to the Degree Wellness agreement be made?
Degree_Wellness Franchise · 2025 FDDAnswer from 2025 FDD Document
17. ENFORCEMENT.
17.1 Invalid Provisions; Substitution of Valid Provisions.
- a. To the extent that any of the non-competition, non-solicitation, or other restrictive covenants of this Agreement are deemed unenforceable because of their scope in terms of area, business activity prohibited, length of time, or other terms, you agree that the invalid provision will be deemed modified or limited to the extent or manner necessary to make that particular provision valid and enforceable to the greatest extent possible in light of the intent of the parties expressed in such provision under the laws applied in the forum in that we are seeking to enforce such provision.
- 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.
- 17.2 Unilateral Waiver of Obligations.
Either you or we may, by written notice, unilaterally waive or reduce any obligation or restriction of the other under this Agreement.
The waiver or reduction may be revoked at any time for any reason on 10 days' written notice.
- 17.3 Written Consents from Degree Wellness.
Whenever this Agreement requires our advance approval or consent, you agree to make a timely written request for it.
Our approval or consent will not be valid unless it is in writing.
Source: Item 23 — Receipts (FDD pages 66–257)
What This Means (2025 FDD)
According to Degree Wellness's 2025 Franchise Disclosure Document, there are specific conditions under which the franchise agreement can be modified. If any of the non-competition, non-solicitation, or other restrictive covenants are deemed unenforceable due to their scope (area, business activity, time length, or other terms), then the invalid provision will be modified or limited to make it valid and enforceable to the greatest extent possible, aligning with the parties' intent as expressed in the provision.
Additionally, if a lawful requirement or court order necessitates a greater advance notice of termination or non-renewal than what is required in the agreement, or if it requires some other action not specified in the agreement, or if it invalidates any provision, specification, program, standard, or operating procedure, then the required advance notice, action, or revision will be substituted for the comparable provisions of the agreement. This ensures the modified provisions are enforceable to the greatest extent possible, and the franchisee agrees to be bound by these modifications as lawfully permitted.
Furthermore, if a state regulator mandates an amendment to the Degree Wellness agreement, that amendment will be attached to the agreement. However, Degree Wellness retains the right to contest the validity, enforceability, or applicability of the regulator's required amendment in any action related to the agreement, its rescission, or termination. Degree Wellness or the franchisee can also unilaterally waive or reduce any obligation or restriction of the other under the agreement by providing written notice. This waiver or reduction can be revoked at any time with 10 days' written notice. Any approval or consent required from Degree Wellness must be requested in writing and will only be valid if provided in writing.