What is the process for Spray Net to reduce the scope of a covenant?
Spray_Net Franchise · 2025 FDDAnswer from 2025 FDD Document
If all or any portion of a covenant in this Agreement is held unreasonable or unenforceable by a court or agency having valid jurisdiction in any unappealed final decision to which Franchisor is a part, I expressly agree to be bound by any lesser covenant subsumed within the terms of the covenant that imposes the maximum duty permitted by law as if the resulting covenant were separately stated in and made a part of this Agreement.
Source: Item 23 — RECEIPTS (FDD pages 75–219)
What This Means (2025 FDD)
According to Spray Net's 2025 Franchise Disclosure Document, if a court or agency with jurisdiction deems any part of a covenant in the Franchise Agreement unreasonable or unenforceable in a final, unappealed decision involving Spray Net, the franchisee agrees to be bound by a lesser covenant. This lesser covenant would impose the maximum duty permitted by law, as if it were originally written into the agreement.
In simpler terms, this means that if a specific restriction, such as a non-compete clause, is found to be too broad or unfair, the franchisee is still obligated to adhere to a more limited version of that restriction that is legally acceptable. This ensures that some form of the original intent of the covenant is upheld, while also respecting legal boundaries.
This clause protects Spray Net by ensuring that franchisees remain bound by the maximum legally permissible duty, even if the original covenant is partially invalidated. For a prospective franchisee, this means understanding that even if a specific clause seems overly restrictive, there is a mechanism for it to be adjusted to comply with the law, but they will still be held to the greatest extent of the law.