In the event that a provision of the Even Hotels Agreement is deemed invalid, what actions will be taken?
Even_Hotels Franchise · 2025 FDDAnswer from 2025 FDD Document
To the fullest extent permitted by Law, if any provision of this Agreement, or the application thereof to any person or circumstance, is held by an arbitrator or court of competent jurisdiction to be invalid or unenforceable, then (a) the arbitrator or court shall have the authority to modify and/or "blue pencil" this Agreement, so far as may be valid and enforceable, the intent and purpose of such invalid or unenforceable provision and (b) the remainder of this Agreement and the application of such provision to other persons or circumstances shall not be affected by such invalidity or unenforceability.
Source: Item 23 — RECEIPTS (FDD pages 99–438)
What This Means (2025 FDD)
According to Even Hotels' 2025 Franchise Disclosure Document, if a provision of the agreement is deemed invalid or unenforceable by an arbitrator or court, the arbitrator or court has the authority to modify or "blue pencil" the agreement to make it valid and enforceable, while maintaining the original intent and purpose of the provision. The remainder of the agreement, and the application of the provision to other situations, will still remain valid and enforceable.
This clause ensures that as much of the original agreement as possible remains in effect, even if a specific part is found to be invalid. This is a common 'severability' clause in franchise agreements, designed to protect the overall contract from being voided due to a single unenforceable item.
However, the FDD also includes several state-specific amendments that may supersede the standard agreement. For example, amendments for California, North Dakota, Rhode Island, and Virginia note that certain provisions within the agreement may not be enforceable under those states' laws, particularly concerning matters like venue, liquidated damages, and termination rights. Prospective franchisees should carefully review these state-specific amendments to understand how they might affect the enforceability of the franchise agreement in their specific location.