Does the Fly Fitness agreement state that each covenant is independent of other covenants?
Fly_Fitness Franchise · 2024 FDDAnswer from 2024 FDD Document
c. The parties acknowledge and agree that each of the covenants contained herein are reasonable limitations as to time, geographical area, and scope of activity to be restrained and do not impose a greater restraint than is necessary to protect the goodwill or other business interests of Franchisor.
d. If the period of time or the geographic scope specified Section 2.b. above, should be adjudged unreasonable in any proceeding, then the period of time will be reduced by such number of months or the geographic scope will be reduced by the elimination of such portion thereof, or both, so that such restrictions may be enforced for such time and scope as are adjudged to be reasonable.
In addition, Franchisor shall have the right, in its sole discretion, to reduce the scope of any covenant set forth in this Agreement or any portion thereof, without Covenantor's or Franchisee's consent, effective immediately upon receipt by Covenantor of written notice thereof, and Covenantor agrees to forthwith comply with any covenant as so modified.
Source: Item 22 — CONTRACTS (FDD pages 44–45)
What This Means (2024 FDD)
According to Fly Fitness's 2024 Franchise Disclosure Document, the agreement does state that each covenant is a reasonable limitation. Specifically, the agreement states that the covenants relate to time, geographical area, and scope of activity.
The agreement specifies that these covenants do not impose a greater restraint than necessary to protect the goodwill or other business interests of Fly Fitness. This suggests that Fly Fitness aims to ensure the restrictions placed on franchisees are reasonable and directly tied to protecting the brand and its business interests.
Furthermore, the agreement includes a provision that allows for adjustments to the time or geographic scope of the covenants if they are deemed unreasonable in any proceeding. In such cases, the period of time or geographic scope will be reduced to an enforceable level. Fly Fitness also retains the right to unilaterally reduce the scope of any covenant, providing flexibility in enforcing these restrictions. This modification can be implemented immediately upon written notice to the Covenantor, ensuring swift compliance.