What happens if a provision in the Healthsource Chiropractic agreement is held to be unreasonable, improper, overbroad or unenforceable?
Healthsource_Chiropractic Franchise · 2025 FDDAnswer from 2025 FDD Document
- 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 Healthsource Chiropractic's 2025 Franchise Disclosure Document, if any of the non-competition, non-solicitation, or other restrictive covenants within the agreement are deemed unenforceable due to their scope (area, business activity prohibited, length of time, or other terms), the invalid provision will be modified or limited. This modification will occur to the extent necessary to make the provision valid and enforceable, aligning with the intent of both parties as expressed in the provision and under the applicable laws of the forum where enforcement is sought. This ensures that the core intentions of the agreement are upheld as much as possible under the given legal constraints.
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 comparable provisions in the original agreement. Similarly, if any provision of the agreement, specification, program, standard, or operating procedure is rendered invalid or unenforceable by a jurisdiction's lawful requirement or court order, revisions will be made to ensure enforceability to the greatest extent possible. The franchisee agrees to be bound by these modifications, adhering to the changes as lawfully permitted.
Healthsource Chiropractic also retains the right to amend the agreement if a state regulator requires it, with such amendments attached to the agreement. However, Healthsource Chiropractic maintains the right to contest the validity, enforceability, or applicability of the regulator's required amendment in any legal action related to the agreement, its rescission, or termination. This ensures that while regulatory changes are accommodated, Healthsource Chiropractic reserves the ability to challenge those changes if necessary to protect its interests and the integrity of the franchise agreement.