To what extent are partially valid provisions of the Learningrx agreement enforced?
Learningrx Franchise · 2025 FDDAnswer from 2025 FDD Document
- 18.4 Severability. If any part of this Agreement, for any reason, is declared invalid by an arbitrator or court, the declaration will not affect the validity of any remaining portion. The remaining portion will remain in force and effect as if this Agreement were executed with the invalid portion eliminated or curtailed. All partially valid and enforceable provisions shall be enforced to the extent that they are valid and enforceable.
- 18.5 Conflict with Local Law. If any provision of this Agreement is inconsistent with a valid applicable law, the provision will be deemed amended to conform to the minimum standards required. The parties may execute an Addendum setting forth certain of these amendments applicable in certain jurisdictions, which will apply only so long as and to the extent that then applicable laws referred to in the addendum remain validly in effect.
Source: Item 23 — RECEIPT (FDD pages 54–209)
What This Means (2025 FDD)
According to the 2025 Learningrx Franchise Disclosure Document, if any part of the agreement is declared invalid, the remaining portions still in effect will be enforced. Specifically, Learningrx states that all partially valid and enforceable provisions shall be enforced to the extent that they are valid and enforceable. This means that if a court or arbitrator finds a specific clause to be overly broad or unreasonable, the remaining parts of the agreement will still be upheld.
This clause is fairly standard in franchise agreements. It aims to preserve as much of the original contract as possible, even if certain parts are deemed unenforceable. For a prospective Learningrx franchisee, this means that they should carefully review the entire agreement, understanding that even if some provisions seem questionable, the rest of the contract is likely to be binding.
Furthermore, the Learningrx agreement addresses potential conflicts with local laws. If any provision is inconsistent with a valid applicable law, it will be amended to conform to the minimum standards required by that law. The parties may also execute an addendum to address specific amendments applicable in certain jurisdictions, which will apply as long as the relevant laws remain in effect. This ensures that the franchise agreement remains compliant with local regulations and that franchisees are not held to terms that violate those laws.