Are there any exceptions to the requirement that the Itan agreement be construed as if an invalid provision had not been contained within?
Itan Franchise · 2025 FDDAnswer from 2025 FDD Document
(f) If one or more of the provisions of this Agreement shall for any reason be held invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect or impair any other provision of this Agreement, but this Agreement shall be construed as if such invalid, illegal or unenforceable provision had not been contained herein.
**24.3.
Severability**.
Each section of this Agreement (and portion thereof) is severable.
If applicable Law imposes mandatory terms that conflict with this Agreement, the terms required by such Law shall govern to the extent of the inconsistency.
If a court concludes any promise or covenant in this Agreement is unreasonable or unenforceable, we or the court may modify such promise or covenant to the minimum extent necessary to make it enforceable.
Source: Item 23 — RECEIPT (FDD pages 44–190)
What This Means (2025 FDD)
According to the 2025 Itan Franchise Disclosure Document, the standard agreement includes a severability clause, but there are exceptions to how it is applied. Generally, if a provision of the Itan agreement is deemed invalid, illegal, or unenforceable, the rest of the agreement remains in effect as if the invalid provision never existed. This is detailed in section (f) of Item 23. However, this general rule is subject to certain limitations, particularly concerning applicable law.
Specifically, if mandatory terms imposed by applicable law conflict with the Itan agreement, the legal terms will take precedence to the extent of the inconsistency. This means that while Itan aims to maintain the integrity of the agreement as much as possible, it must comply with overriding legal requirements. Additionally, if a court finds any promise or covenant in the agreement unreasonable or unenforceable, Itan or the court can modify the promise or covenant to the minimum extent necessary to make it enforceable.
For a prospective Itan franchisee, this means that while the franchise agreement is designed to be upheld as much as possible, certain legal protections and mandatory terms may override specific provisions. It also suggests that some terms might be modified by a court if deemed unreasonable, offering a degree of flexibility. Franchisees should be aware of the laws in their specific jurisdiction that could affect the enforceability of certain clauses within the Itan franchise agreement.