Under the Focus Cfo franchise agreement, what happens if a section is deemed invalid?
Focus_Cfo Franchise · 2025 FDDAnswer from 2025 FDD Document
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 contains a severability clause. This means that if any section, paragraph, term, or provision of the agreement is deemed invalid or conflicts with any applicable law or regulation by a court, agency, or tribunal with competent jurisdiction, the ruling will not impair the operation or affect any other provisions of the agreement. The remaining provisions of the agreement will continue to have full force and effect and bind the parties.
Additionally, if any covenant restricting competitive activity is deemed unenforceable due to its scope in terms of 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 the laws and public policies applied in the jurisdiction determining the covenant's validity. This ensures that Focus Cfo's interests are protected as much as possible, even if the original terms are deemed too restrictive.
This clause is fairly standard in franchise agreements. It aims to preserve the overall agreement as much as possible, rather than having the entire contract nullified by one invalid provision. For a prospective Focus Cfo franchisee, this means that the core obligations and benefits of the franchise agreement should remain intact even if a specific clause is successfully challenged.