Under the Degree Wellness franchise agreement, what happens if some provisions are invalid?
Degree_Wellness Franchise · 2025 FDDAnswer from 2025 FDD Document
17.1 Invalid Provisions; Substitution of Valid Provisions. The provisions of this Agreement are deemed to be severable. In other words, the parties agree that each provision of this Agreement will be construed as independent of any other provision of this Agreement.
If you and we are unable to reach such an agreement within 30 days after notice of the issue is given to the other party, or if fundamental changes to this Agreement are required to make it conform to the legal requirements, then we reserve the right to terminate this Agreement upon notice to you, in which case neither party shall have any liability to the other but all of your post-termination obligations set forth in Section 16 shall apply.
Source: Item 23 — Receipts (FDD pages 66–257)
What This Means (2025 FDD)
According to Degree Wellness's 2025 Franchise Disclosure Document, the provisions of the franchise agreement are considered severable. This means that each provision within the agreement is viewed as independent of the others.
If a particular provision is found to be invalid or unenforceable, the parties agree that this will not automatically invalidate the entire agreement. Instead, the parties will negotiate in good faith to replace the invalid provision with a valid and enforceable one that achieves a similar economic effect. This ensures that the core intentions of the agreement are maintained as closely as possible.
However, if Degree Wellness and the franchisee cannot reach an agreement on a suitable replacement within 30 days of being notified about the issue, or if fundamental changes to the agreement are necessary to comply with legal requirements, Degree Wellness reserves the right to terminate the agreement. In such a case, neither party will have any liability to the other, but the franchisee's post-termination obligations, as outlined in Section 16 of the agreement, will still apply. This clause aims to preserve the enforceability of the agreement as a whole, while also providing a mechanism for addressing unforeseen legal or practical challenges that may arise.