Are there any exceptions to the severability of each section, paragraph, term, and provision of the Focus Cfo franchise agreement?
Focus_Cfo Franchise · 2025 FDDAnswer from 2025 FDD Document
ess 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®). This Agreement may be executed in multiple counterparts and Franchisor and Franchisee may execute any such counterpart, each of which when executed and delivered shall be deemed to be an original and all of which counterparts taken together shall constitute but one and the same instrument.
- 16.11. Force Majeure.
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 generally operates under severability, meaning that if one part of the agreement is deemed invalid, the rest of the agreement remains in effect. However, there are exceptions to this general rule.
Specifically, the severability clause does not apply if there are express provisions stating otherwise within the agreement. Additionally, if a covenant restricting competitive activity is considered unenforceable due to its scope (area, business activity, or time length), it will be modified to be enforceable to the fullest extent permissible under applicable laws.
Furthermore, regarding the non-disparagement clause, if any provision is judged invalid, it will not affect other provisions within that section or the overall agreement. The FDD states that the restrictive covenants are essential and Focus Cfo would not have entered into the agreement without them. This means that Focus Cfo emphasizes the importance of these covenants for protecting their interests. If a provision is deemed unenforceable due to its duration or area, the court has the power to reduce the duration or area to make it enforceable.
For a prospective franchisee, this means that most of the Focus Cfo franchise agreement will remain in effect even if certain parts are challenged and found invalid. However, covenants related to competitive activity and non-disparagement are treated with special consideration to ensure they are enforced as much as possible, reflecting their importance to Focus Cfo.