If a provision of the Healthsource Chiropractic agreement is unenforceable, does it invalidate the entire agreement?
Healthsource_Chiropractic Franchise · 2025 FDDAnswer from 2025 FDD Document
- 17.17 Timing Is Important. Time is of the essence of this Agreement. ("Time is of the essence" is a legal term that emphasizes the strictness of time limits. In this case, it means it will be a material breach of this Agreement to fail to perform any obligation within the time required or permitted by this Agreement.)
- 17.18 Independent Provisions. The provisions of this Agreement are deemed to be severable. In other words, the parties agree that each provision of this Agreement will be construed as independent of any other provision of this Agreement.
Source: Item 23 — Receipts (FDD pages 77–282)
What This Means (2025 FDD)
According to the 2025 Healthsource Chiropractic Franchise Disclosure Document, the franchise agreement contains provisions to address the scenario where a specific part of the agreement is deemed unenforceable. The agreement stipulates that the provisions are considered severable, meaning that each part of the agreement is independent of the others.
This means that if a court or regulator finds a particular clause to be invalid, illegal, or unenforceable, it will not automatically invalidate the entire agreement. Instead, Healthsource Chiropractic and the franchisee agree that the problematic provision should be modified or limited to the extent necessary to make it valid and enforceable, as much as possible, while still reflecting the original intent of both parties.
This severability clause is a common legal safeguard in franchise agreements. It protects the overall contract by ensuring that minor issues do not cause the entire agreement to collapse. For a prospective Healthsource Chiropractic franchisee, this offers some assurance that their investment and the agreement itself are protected from being nullified due to a single, potentially minor, issue. This also allows Healthsource Chiropractic to maintain the agreement and continue the franchise relationship with minimal disruption.