Under what condition might the provision requiring application of California laws in the Itan Franchise Agreement not be enforceable?

According to Itan's 2025 Franchise Disclosure Document, the Franchise Agreement and Supplemental Agreements require the application of California laws. However, this provision may not be enforceable under California law.

Additionally, Section 24.1 of the Itan Franchise Agreement specifies that the agreement and franchise relationship are governed by California laws, without regard to its conflict of law principles, except as governed by the United States Trademark Act of 1946. However, any California law regulating the offer and sale of franchises or governing the franchisor-franchisee relationship will not apply unless its jurisdictional requirements are met independently, without reference to this section. This means that if the jurisdictional requirements of specific California franchise laws are not met independently of the general choice of law provision, those specific laws might not be enforced.

Furthermore, if an Itan salon is located outside of California, the public policies of the state where the salon is located will govern the enforceability of noncompetition covenants, despite the California choice of law provision. This indicates that while California law generally applies, the enforceability of certain provisions, like non-compete clauses, can be subject to the laws and public policies of the state where the Itan franchise operates.