If a provision of the Learningrx Spousal Affiliate Agreement is deemed invalid, what happens to the remaining provisions?
Learningrx Franchise · 2025 FDDAnswer from 2025 FDD Document
If any provision of this Agreement shall be held, declared or pronounced void, voidable, invalid, unenforceable or inoperative for any reason, by any court of competent jurisdiction, government authority or otherwise, such holding, declaration or pronouncement shall not affect adversely any other provisions of this Agreement which shall otherwise remain in full force and effect.
Source: Item 23 — RECEIPT (FDD pages 54–209)
What This Means (2025 FDD)
According to Learningrx's 2025 Franchise Disclosure Document, if a provision within the Spousal Affiliate Agreement is deemed void, voidable, invalid, unenforceable, or inoperative by a court or governmental authority, the remaining provisions of the agreement will still remain in full effect. This ensures that even if one part of the agreement is found to be flawed, the rest of the agreement continues to bind the parties.
This clause protects Learningrx by ensuring that the entire agreement doesn't fall apart due to a single problematic provision. It also provides clarity and stability in the contractual relationship between Learningrx, the franchisee, and the spousal affiliate. Franchisees and their spousal affiliates can be confident that the majority of the agreement will remain enforceable, even if a specific clause is challenged and found invalid.
This type of severability clause is common in franchise agreements. It reflects an effort to maintain the overall intent and enforceability of the contract, even if specific parts are successfully challenged. Prospective Learningrx franchisees should understand that this clause is designed to uphold the agreement as much as possible, which can have both positive and negative implications depending on the specific circumstances and the provision in question.