What happens if a provision of the Kidokinetics Franchise Agreement is declared invalid by a court?
Kidokinetics Franchise · 2024 FDDAnswer from 2024 FDD Document
- 20.3. Invalidity of Part of Agreement.
Should any provisions in this Agreement, for any reason, be declared by a court of competent jurisdiction to be invalid, then such provision will be invalid only to the extent of the prohibition without in any way invalidating or altering any other provision of this Agreement.
- 20.4. Entire Agreement.
This Agreement, including all attachments, is the entire agreement of the parties, superseding all prior written or oral agreements of the parties concerning the same subject matter, and superseding all prior written or oral representations made to Franchisee or any Principal, except the representations made in Franchisor's Franchise Disclosure Document.
Nothing contained in this Agreement or in any related agreement is intended to disclaim the representations Franchisor made in the Franchise Disclosure Document.
No agreement of any kind relating to the matters covered by this
Source: Item 22 — CONTRACTS (FDD page 59)
What This Means (2024 FDD)
According to Kidokinetics's 2024 Franchise Disclosure Document, the Franchise Agreement contains a severability clause. This means that if a court of competent jurisdiction declares any provision of the agreement invalid, the invalidity will only extend to the specific provision that is prohibited, without affecting the validity or enforceability of the remaining provisions within the agreement.
Kidokinetics includes this clause to ensure that as much of the original agreement as possible remains in effect, even if one part is deemed unenforceable. This protects both the franchisor and the franchisee by maintaining the overall structure and intent of the contract.
The agreement also states that the court may impose limitations on the terms of the agreement as it deems necessary to make such terms enforceable. This gives the court the power to modify the problematic term to make it valid rather than striking it down completely. This ensures that the core intentions of the agreement are upheld as much as possible while adhering to legal standards.