In the Hydrodog agreement, what is the effect of the severability clause on the remainder of the agreement if a term is deemed unenforceable?
Hydrodog Franchise · 2025 FDDAnswer from 2025 FDD Document
20. ENFORCEMENT.
- 20.1 Severability; Substitution of Valid Provisions. Except as otherwise stated in this Agreement, each term of this Agreement, and any portion of any term, are severable.
The remainder of this Agreement will continue in full force and effect.
To the extent that any provision restricting your competitive activities is deemed unenforceable, you and we agree that such provision will be enforced to the fullest extent permissible under governing law.
This Agreement will be deemed automatically modified to comply with such governing law if any applicable law requires: (a) a greater prior notice of the termination of or refusal to renew this Agreement; or (b) the taking of some other action not described in this Agreement; or (c) if any System Standard is invalid or unenforceable.
We may modify such invalid or unenforceable provision to the extent required to be valid and enforceable.
In such event, you will be bound by the modified provisions.
Source: Item 23 — RECEIPTS (FDD pages 43–166)
What This Means (2025 FDD)
According to Hydrodog's 2025 Franchise Disclosure Document, the severability clause ensures that if a specific term within the franchise agreement is deemed unenforceable, the remaining provisions of the agreement will still remain valid and in effect. This means that even if a court finds one particular clause to be invalid, the rest of the contract between Hydrodog and the franchisee continues to be binding. This clause aims to maintain the overall integrity and enforceability of the agreement, preventing the entire contract from being voided due to a single unenforceable term.
Additionally, the Hydrodog franchise agreement addresses scenarios where provisions restricting competitive activities are deemed unenforceable. In such cases, Hydrodog states that the provision will be enforced to the fullest extent permissible under governing law. The agreement also includes a clause that allows for automatic modification to comply with governing law if any applicable law requires greater prior notice of termination or refusal to renew the agreement, the taking of some other action not described in the agreement, or if any System Standard is invalid or unenforceable.
Hydrodog retains the right to modify any invalid or unenforceable provision to the extent required to make it valid and enforceable, and the franchisee will be bound by these modified provisions. This demonstrates Hydrodog's intention to maintain a legally sound and enforceable agreement while adapting to legal requirements. This clause protects both the franchisor and franchisee by ensuring the core agreement remains intact and enforceable to the maximum extent possible.