Does Healthsource Chiropractic's acceptance of payments that are due under the Healthsource Chiropractic Agreement constitute a waiver of any breach?
Healthsource_Chiropractic Franchise · 2025 FDDAnswer from 2025 FDD Document
- 17.6 No Waiver. If at any time we do not exercise a right or power available to us under this Agreement or do not insist on your strict compliance with the terms of the Agreement, or if there develops a custom or practice that is at variance with the terms of this Agreement, then we will not be deemed to have waived our right to demand exact compliance with any of the terms of this Agreement at a later time. Similarly, our waiver of any particular breach or series of breaches under this Agreement, or of any similar term in any other agreement between us and any other HealthSource Chiropractic franchisee will not affect our rights with respect to any later breach. It will also not be deemed to be a waiver of any breach of this Agreement for us to accept payments that are due to us under this Agreement.
Source: Item 23 — Receipts (FDD pages 77–282)
What This Means (2025 FDD)
According to the 2025 Healthsource Chiropractic Franchise Disclosure Document, Healthsource Chiropractic's acceptance of payments that are due under the Healthsource Chiropractic Agreement does not constitute a waiver of any breach. Specifically, even if Healthsource Chiropractic accepts payments that are owed, this will not be considered a relinquishment of their right to enforce strict compliance with all terms of the agreement at a later time. This protects Healthsource Chiropractic's ability to address any violations of the agreement, regardless of whether they have accepted payments from the franchisee.
This provision is included to ensure that Healthsource Chiropractic retains its rights to enforce the franchise agreement, even if they accept payments from a franchisee who may be in breach of other terms. For example, if a franchisee is consistently late with royalty payments but Healthsource Chiropractic continues to accept those payments, Healthsource Chiropractic does not waive its right to demand strict adherence to the payment schedule or to take action for the repeated late payments.
For a prospective franchisee, this means that simply making payments does not excuse any other breaches of the franchise agreement. Franchisees must ensure they are in full compliance with all aspects of the agreement, not just the payment terms. This clause is a standard protection for franchisors, allowing them to maintain control over their franchise system and protect the brand's integrity without inadvertently waiving their rights through the acceptance of payments.