What is the agreement between parties regarding the independence of covenants in the Fitstop franchise agreement?
Fitstop Franchise · 2024 FDDAnswer from 2024 FDD Document
- 18.4 Enforceability and Reasonable Nature of Covenants. The Parties agree that each of the foregoing covenants shall be construed as independent of any other covenant or provision of this Agreement.
If all or any portion of a covenant in this Section is held unreasonable or unenforceable by a court or agency having valid jurisdiction over any final decision to which we are a party that is not appealed, you expressly agree that you will be bound by any lesser covenant subsumed within the terms of such covenant that imposes the maximum duty permitted by law, as if the resulting covenant were separately stated in and made a part of this Section.
Source: Item 23 — RECEIPTS (FDD pages 50–135)
What This Means (2024 FDD)
According to Fitstop's 2024 Franchise Disclosure Document, the franchise agreement stipulates that each covenant within the agreement is considered independent of the others. This means that if one covenant is deemed unenforceable or unreasonable by a court, it does not affect the validity or enforceability of the remaining covenants.
Specifically, if a court finds any part of a covenant to be unreasonable, the franchisee agrees to be bound by a lesser covenant that imposes the maximum duty permitted by law. This modified covenant will be enforced as if it were originally written in the agreement. This provision ensures that Fitstop can still enforce the restrictive covenants to the fullest extent possible, even if the original scope is challenged.
This clause is fairly standard in franchise agreements. It aims to protect the franchisor's interests by ensuring that as many of the agreed-upon obligations remain in effect as possible, even if some are successfully challenged. For a prospective Fitstop franchisee, this means understanding that each commitment made in the franchise agreement stands on its own and must be adhered to, regardless of the fate of other provisions.