In the Dermani Medspa franchise agreement, what is the agreement regarding covenants restricting competitive activity if they are deemed unenforceable?
Dermani_Medspa Franchise · 2025 FDDAnswer from 2025 FDD Document
11.03. Severability. In the event that any provision of this Agreement is held to be invalid or unenforceable by any court of competent jurisdiction, the remaining provisions hereof shall not be affected thereby, and the provision found invalid or unenforceable shall be revised or interpreted to the extent permitted by law so as to uphold the validity and enforceability of this Agreement and the intent of the Parties as expressed herein.
Source: Item 23 — RECEIPTS (FDD pages 66–311)
What This Means (2025 FDD)
According to the 2025 Dermani Medspa Franchise Disclosure Document, if a court deems any provision of the agreement invalid or unenforceable, the remaining provisions will still be effective. The specific provision that was found invalid or unenforceable will be revised or interpreted to the extent the law allows. The goal is to uphold the validity and enforceability of the agreement, while also maintaining the original intent of both parties.
This clause ensures that the entire agreement does not become void due to one unenforceable item. It allows for a problematic clause to be adjusted or reinterpreted to align with legal requirements while preserving the overall agreement. This is a common practice in franchise agreements to protect the interests of both the franchisor and franchisee.
For a prospective Dermani Medspa franchisee, this means that if a specific part of the non-compete agreement is challenged and found unenforceable, the rest of the agreement remains in effect. The court will attempt to revise the specific clause to make it enforceable, staying as close as possible to the original intent. This provides a level of security and predictability, as it prevents the entire agreement from being nullified due to a single issue.