Does the Spray Net agreement state that any modification of the noncompetition provisions will not render other parts unenforceable?
Spray_Net Franchise · 2025 FDDAnswer from 2025 FDD Document
It is the parties' intent that the provisions of this Section 14 be judicially enforced to the fullest extent permissible under applicable law.
Accordingly, the parties agree that any reduction in scope or modification of any part of the noncompetition provisions contained herein shall not render any other part unenforceable.
In the event of the actual or threatened breach of this Section 14 by Franchisee, any of Franchisee's principals, or any member of the immediate family of Franchisee or Franchisee's principals, Franchisor shall be entitled to an injunction restraining such person from any such actual or threatened breach.
Franchisee acknowledges that the covenants contained herein are necessary to protect the goodwill of the Franchised Business, other System franchisees, and the System.
Franchisee further acknowledges that covenants contained in this Section 14 are necessary to protect Franchisor's procedures and know-how transmitted during the term of this Agreement.
Franchisee agrees that in the event of the actual or threatened breach of this Section 14, Franchisor's harm will be irreparable and that Franchisor has no adequate remedy at law to prevent such harm.
Franchisee acknowledges and agrees on Franchisee's own behalf and on behalf of the persons who are liable under this Section 14 that each has previously worked or been gainfully employed in other careers and that the provisions of this Section 14 in no way prevent any such person from earning a living.
Franchisee further acknowledges and agrees that the time limitation on the restrictive covenants set forth in Section 14(B) shall be tolled during any default under this Section 14.
Source: Item 23 — RECEIPTS (FDD pages 75–219)
What This Means (2025 FDD)
According to Spray Net's 2025 Franchise Disclosure Document, the franchise agreement addresses the enforceability of noncompetition provisions. Specifically, it states that if any part of the noncompetition provisions is modified or reduced in scope, the remaining parts will still be enforceable. This is intended to ensure that the core protections for Spray Net are maintained even if specific aspects of the noncompetition agreement are altered.
This provision is significant for prospective franchisees because it clarifies that even if some parts of the noncompetition agreement are deemed unenforceable, other parts of the agreement will remain in effect. This offers Spray Net some protection against franchisees who might try to challenge the noncompetition agreement in its entirety. The agreement also states that Spray Net is entitled to an injunction in the event of an actual or threatened breach of the noncompetition agreement by the franchisee, their principals, or immediate family members.
Spray Net emphasizes that the noncompetition covenants are essential to protect the goodwill of the franchised business, other franchisees within the system, and the overall Spray Net system. It also acknowledges that these covenants are necessary to safeguard the procedures and know-how that Spray Net transmits during the franchise term. The franchisee acknowledges that these provisions do not prevent anyone from earning a living, as they have previously worked or been gainfully employed in other careers.
Finally, the agreement specifies that the time limitation on the restrictive covenants will be suspended during any default under this section. This means that if a franchisee violates the noncompetition agreement, the period during which they are restricted from competing may be extended, providing additional protection for Spray Net.