Does the Focus Cfo franchise agreement allow for substitution of valid provisions?
Focus_Cfo Franchise · 2025 FDDAnswer from 2025 FDD Document
- 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.
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 substitution of valid provisions within the agreement. Specifically, it states that if any part of the agreement is deemed invalid due to conflict with any applicable law or regulation, the ruling will not affect the remaining provisions, which will remain in full effect. This ensures that as much of the original agreement as possible remains enforceable.
Furthermore, the Focus Cfo agreement specifies that if a covenant restricting competitive activity is considered unenforceable because of its scope (area, business activity, or length of time), but could 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 demonstrates an intent to maintain the restrictive covenants to the greatest legally allowable extent, rather than striking them down entirely.
This clause provides a degree of protection for both Focus Cfo and the franchisee, ensuring that the entire agreement does not become void due to a single unenforceable provision. It also allows for modifications to specific terms, particularly those related to competitive restrictions, to ensure they are enforceable, which is a common practice in franchising to protect the franchisor's business and brand. Prospective franchisees should understand that while some provisions can be modified or substituted to maintain enforceability, the core intent of the agreement remains.