What happens if a provision of the Healthsource Chiropractic agreement is held invalid or unenforceable?
Healthsource_Chiropractic Franchise · 2025 FDDAnswer from 2025 FDD Document
nature survive the expiration or termination of this Agreement will continue in full force and effect after and notwithstanding its expiration or termination until they are satisfied in full or by their nature expire. Without limiting the foregoing, you acknowledge and agree that your covenants in Article 9 above survive the termination or expiration of this Agreement to the extent set forth in such Article 9.
17. ENFORCEMENT.
17.1 Invalid Provisions; Substitution of Valid Provisions.
- a. To the extent that any of the non-competition, non-solicitation, or other restrictive covenants of this Agreement are deemed unenforceable because of their scope in terms of area, business activity prohibited, length of time, or other terms, you agree that the invalid provision will be deemed modified or limited to the extent or manner necessary to make that particular provision valid and enforceable to the greatest extent possible in light of the intent of the parties expressed in such provision under the laws applied in the forum in that we are seeking to enforce such provision.
- b. If any lawful requirement or court order of any jurisdiction (1) requires a greater advance notice of the termination or non-renewal of this Agreement than is required under this Agreement, or the taking of some other action which is not required by this Agreement, or (2) makes any provision of this Agreement or any specification, program, standard, or operating procedure we prescribed invalid or unenforceable, then the advance notice and/or other action required or revision of the specification, program, standard, or operating procedure will be substituted for the comparable provisions of this Agreement in order to make the modified
provisions enforceable to the greatest extent possible. You agree to be bound by the modification to the greatest extent lawfully permitted.
- c. If a state regulator requires an amendment to this Agreement, the amendment is attached to this Agreement. We will not, however, be precluded from contesting the validity, enforceability, or applicability of such regulator's required amendment in any action relating to this Agreement or to its rescission or termination.
Source: Item 23 — Receipts (FDD pages 77–282)
What This Means (2025 FDD)
According to the 2025 Healthsource Chiropractic Franchise Disclosure Document, if any provision of the franchise agreement is deemed unenforceable, the agreement will be modified to make the provision valid and enforceable to the greatest extent possible. This applies particularly to non-competition, non-solicitation, or other restrictive covenants that might be challenged based on their scope, area, prohibited business activity, or length of time. The intent is to preserve the original agreement as much as possible under the applicable laws.
Additionally, if any lawful requirement or court order necessitates a greater advance notice of termination or non-renewal than what is stipulated in the agreement, or if it requires actions not initially included, those new requirements will be substituted for the original provisions. Similarly, if any specification, program, standard, or operating procedure is deemed invalid or unenforceable, revisions will be made to ensure the modified provisions are enforceable to the greatest extent lawfully permitted. The franchisee agrees to be bound by these modifications to the fullest extent allowed by law.
Healthsource Chiropractic also states that the provisions of the agreement are considered severable, meaning each provision is independent of the others. This ensures that if one part of the agreement is found invalid, the remaining parts will still be in effect. Furthermore, if a state regulator mandates an amendment to the agreement, that amendment will be attached to the agreement, although Healthsource Chiropractic retains the right to contest the validity of the amendment.