Does the Engel & Volkers agreement specify which state's laws govern the interpretation of the Confidentiality Agreement?
Engel_Volkers Franchise · 2025 FDDAnswer from 2025 FDD Document
If, however, any provision of this Agreement would not be enforceable under the laws of New York, and if the franchised ENGEL & VÖLKERS Business is located outside of New York and the provision would be enforceable under the laws of the state in which the franchised ENGEL & VÖLKERS Business is located, then the provision (and only that provision) will be interpreted and construed under the laws of that state.
Nothing in this Agreement is intended to invoke the application of any franchise, business opportunity, antitrust, "implied covenant", unfair competition, fiduciary or any other doctrine of law of the State of New York or any other state, which would not otherwise apply.
Recipient further agrees that any litigation arising out of or related to this Agreement; any breach of this Agreement; and, all relations and any and all disputes between Recipient on the one hand, and Franchisor on the other hand, whether sounding in contract, tort, or otherwise, will be instituted exclusively in a state or federal court of competent jurisdiction located in New York, NY.
Recipient agrees that any dispute as to the venue for this litigation will be submitted to and resolved exclusively by a state or federal court of competent jurisdiction situated in New York, NY.
Recipient hereby waives and covenants never to assert or claim that said venue is for any reason improper, inconvenient, prejudicial or otherwise inappropriate (including, without limitation, any claim under the judicial doctrine of forum non conveniens).
This Agreement together with the Franchise Agreement constitutes the entire agreement and understanding among the parties hereto with respect to the disclosure of Confidential Information to Recipient and Recipient's non-competition obligations, and shall not be amended except pursuant to a written agreement executed by each of the parties hereto.
This Agreement shall be binding upon the parties hereto and their respective heirs, administrators, successors and assigns.
Recipient understands that the rights and remedies of Franchisor under this Agreement are fully assignable and transferable and will inure to the benefit of its respective affiliates, successors and assigns.
Recipient further understands and agrees
that Recipient's obligations hereunder may not be assigned by Recipient without the prior written consent of Franchisor.
Source: Item 22 — CONTRACTS (FDD page 88)
What This Means (2025 FDD)
According to the 2025 Engel & Volkers Franchise Disclosure Document, the Confidentiality Agreement is addressed within Item 22, Contracts. The agreement, along with the Franchise Agreement, represents the complete understanding between the parties regarding the disclosure of confidential information and non-competition obligations. It stipulates that the agreement can only be amended through a written document executed by all parties involved. The rights and remedies of Engel & Volkers under this agreement are fully assignable and transferable, benefiting its affiliates, successors, and assigns.
The Engel & Volkers Franchise Agreement states that it will be governed by the laws of the State of New York, without regard to its conflict of laws principles. This applies to the relationship between the parties and any disputes that may arise. However, there is an exception: if any provision of the agreement is unenforceable under New York law, but is enforceable under the laws of the state where the franchised Engel & Volkers business is located, then the laws of that state will govern the interpretation and construction of that specific provision only.
For prospective Engel & Volkers franchisees, this means that while New York law generally governs the agreement, the laws of their own state could potentially apply to specific provisions if those provisions are unenforceable under New York law but enforceable in their state. Franchisees should be aware that any litigation must be instituted in a court of competent jurisdiction located in New York, NY, and they waive any objection to this venue. Franchisees should seek legal counsel to fully understand the implications of these provisions and how they may be affected by the laws of the state in which they operate their Engel & Volkers franchise.