Under what condition can Spray Net reduce the scope of a covenant or provision?
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 valid jurisdiction makes a final, unappealed decision that all or part of a covenant in the Franchise Agreement is unreasonable or unenforceable, the franchisee expressly agrees to be bound by a lesser covenant. This lesser covenant would impose the maximum duty permitted by law, as if it were originally part of the agreement.
This means that if a specific restriction or obligation within the Spray Net franchise agreement is deemed too broad or legally invalid, the franchisee is still obligated to adhere to a modified, more limited version of that covenant. This ensures that some level of restriction remains in place, to the extent legally possible.
For a prospective Spray Net franchisee, this clause implies that they cannot simply disregard a covenant they believe to be unreasonable. Instead, they must be prepared to abide by a legally sound, narrower version of the covenant if a court rules the original provision to be overly restrictive. This could impact the franchisee's operational flexibility or competitive activities, depending on the specific covenant in question.