Does the Focus Cfo franchise agreement allow for modification of valid provisions?
Focus_Cfo Franchise · 2025 FDDAnswer from 2025 FDD Document
t shall be deemed to be the language chosen by the parties hereto to express their mutual intent, and no rule of strict conclusion shall be applied against any party.
- 16.8. Severability, Modification and Substitution of Valid Provisions. Except as expressly provided to the contrary in this Agreement, each section, paragraph, term, and
provision of this Agreement is severable, and if, for any reason, any part is held to be invalid or contrary to or in conflict with any applicable present or future law or regulation in a final, unappealable ruling issued by any court, agency, or tribunal with competent jurisdiction, that ruling will not impair the operation of, or otherwise affect, any other provisions of this Agreement, which will continue to have full force and effect and bind the parties. If any covenant which restricts competitive activity is deemed unenforceable by virtue of its scope in terms of area, business activity prohibited, and/or length of time, but would be enforceable if modified, Franchisee agrees that the covenant will be enforced to the fullest extent permissible under the laws and public policies applied in the jurisdiction whose law determines the covenant's validity.
- 16.9. Survival. Notwithstanding the expiration or termination of this Agreement for any reason whatsoever, all covenants and agreements to be performed and/or observed by Franchisee, the Equity Owner and/or Other Equity Owners (as defined in Section 19) under this Agreement or which by their nature survive the expiration or termination of this Agreement hereof shall survive any such expiration or termination.
- 16.10. Execution of Franchise Agreement. Execution and delivery of this Agreement and any amendments shall be legally valid and effective through: (i) hand-delivery; (ii) electronic mail in "portable document format" ('.pdf") or any other electronically scanned format; or (iii) use of an electronic document execution and delivery process (i.e., DocuSign®).
Source: Item 23 — Receipts (FDD pages 37–126)
What This Means (2025 FDD)
According to the 2025 Focus Cfo Franchise Disclosure Document, the franchise agreement addresses the modification and severability of its provisions. The agreement states that each section, paragraph, term, and provision is severable. If any part is deemed invalid or conflicts with any applicable law or regulation by a court, agency, or tribunal, that ruling will not affect the operation of the remaining provisions, which will continue to be binding. This ensures that the entire agreement does not become invalid due to one unenforceable part.
Furthermore, the Focus Cfo agreement specifies that if any covenant restricting competitive activity is considered unenforceable due to its scope (area, prohibited business activity, or length of time), but would be enforceable if modified, the franchisee agrees that the covenant will be enforced to the fullest extent permissible under applicable laws and public policies. This indicates a willingness to modify restrictive covenants to ensure they are enforceable, rather than discarding them entirely.
In addition to the general severability and modification clauses, the FDD also states that Focus CFO has the right to modify certain attachments to the Franchise Agreement, such as Attachment C (Franchisee Training Requirements), Attachment E (Franchisee Performance Standards and Failure to Perform Guidelines), Attachment F (Authority to Bind Focus CFO), and Attachment G (Required IT Services). Focus CFO must provide 30 days prior written notice to the franchisee before making these modifications. This allows Focus Cfo to adapt its requirements and standards, while providing franchisees with advance notice of the changes.