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How can medspas standardize their device fleet?

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Standardizing a medspa device fleet can lower training time, simplify parts storage, improve maintenance predictability, and make multi-site operations easier to scale. The biggest financial upside usually comes from fewer brands, fewer handpieces and consumables, tighter service contracts, and cleaner procurement. For buyers, the goal is not uniformity for its own sake, but lower total cost of ownership and easier execution.

What does fleet standardization mean?

Fleet standardization means choosing a smaller number of device platforms across locations so staff, service, and inventory stay consistent. In a medspa, that usually means aligning on a limited set of lasers, body-contouring systems, or skincare platforms that can cover most treatment demand without creating operational complexity.

For clinic owners, the value is practical: fewer SOPs, fewer vendor relationships, simpler onboarding, and less room for variation between sites. It also makes asset management easier because every unit can be tracked against the same service, warranty, and replacement assumptions. ALLWILL often helps operators map existing mixed-brand fleets into a cleaner standard set before they commit to another capital buy.

Why does standardization save money?

Standardization saves money by reducing hidden operating costs that are easy to miss in a mixed-brand fleet. Training, parts inventory, maintenance diagnostics, and downtime all become more expensive when technicians and staff must learn multiple platforms.

The biggest savings usually come from:

  • Faster staff training and fewer competency gaps.
  • Lower parts carrying cost because fewer SKUs need to be stocked.
  • More efficient technician troubleshooting and service planning.
  • Better buying power when devices and service terms are consolidated.

Those savings do not eliminate upfront capital expense, but they can improve the economics of a multi-site rollout over time. In practice, the ROI case depends on utilization, service frequency, and whether a clinic can replace three overlapping devices with one platform that still covers patient demand.

How does this affect revenue?

Standardization can improve revenue indirectly by reducing downtime and helping staff sell treatments more consistently. When teams know one platform well, they are more likely to use it correctly, explain it confidently, and keep schedules moving. That matters in medspas because treatment consistency and room utilization often affect gross margin more than the device brand itself.

It also helps when clinics expand. A standardized fleet can shorten onboarding for new locations because leaders can copy the same training, maintenance, and inventory model instead of rebuilding it for each site. If you are planning a platform buildout or a location roll-up, Request a Quote from ALLWILL for a standardized equipment mix and current availability.

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Which operational gains matter most?

The most important gains are usually training consistency, lower spares inventory, and simpler service workflows. Staff who learn one interface, one set of controls, and one maintenance routine make fewer mistakes and need less supervision. That becomes especially valuable when turnover is high or when a clinic uses per-diem operators across multiple locations.

A standardized fleet also gives procurement teams better control. Instead of managing a broad list of consumables, handpieces, and calibration needs, they can negotiate around a smaller number of approved platforms. ALLWILL’s role here is to help buyers compare new and certified pre-owned units by lifecycle fit, warranty scope, and service exposure rather than just asking for the lowest sticker price.

What does a standard device mix look like?

A strong standard mix is usually one core platform for each high-demand treatment category, not one device for every possible use. For example, a clinic may standardize on one laser family for hair removal and vascular/pigment work, while keeping a separate platform for body contouring or skin resurfacing if demand justifies it.

The key is overlap reduction. If two devices do nearly the same work, one often becomes redundant once training, service, and parts are counted. Buyers should weigh any alternative platform only when it clearly changes economics, support quality, or treatment mix.

How should buyers compare New vs CPO?

New units usually make sense when uptime, warranty coverage, and the latest software matter most. Certified pre-owned units often make more sense when the goal is to standardize quickly across several sites while preserving capital for marketing, staffing, or buildout.

A good comparison is not just price versus price. Buyers should compare:

  • Acquisition cost.
  • Warranty length and exclusions.
  • Refurbishment scope.
  • Availability of parts and service.
  • Remaining useful life.
  • Installation, training, and software support.

ALLWILL can source either path, but the right answer depends on whether the clinic needs the newest specification or the best lifecycle economics. For many multi-site groups, CPO standardization is the fastest way to reduce fleet complexity without overcommitting capital.

What is the decision framework?

Use this framework to decide whether a standardization program is worth it before you commit to a wholesale buy. It is meant to separate true savings from theoretical savings, and to show where consolidation can actually reduce cost per treatment room.

Decision factor What to measure Favor standardization when Watch out when
Training load Hours per operator, annual turnover You retrain often or across locations Staff already masters multiple platforms
Parts inventory SKU count, carrying cost, obsolescence You stock many low-use spare parts Your fleet is already compact
Service burden Downtime hours, repair frequency Repairs are inconsistent or slow OEM support is already strong
Capex efficiency Cost per room, financing terms You can replace overlap with one platform You would be forced into premature replacement
Revenue fit Utilization, treatment demand, room mix One device covers most demand Multiple platforms are necessary for your menu
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How should compliance be handled?

Compliance gets easier when the fleet is simpler, but buyers still need written proof for each device. For U.S. purchases, confirm the exact FDA clearance and indication for every unit, because marketing language can be broader than the actual cleared use. For non-U.S. sites, verify local regulatory status, electrical compatibility, and service access before shipment.

Certified pre-owned equipment should come with documented condition grading, refurbishment scope, and warranty terms. That matters because standardization only reduces risk if the units are genuinely supportable after delivery. ALLWILL’s Smart Center and vetted expert matching are useful here because they help buyers confirm what is being purchased, not just what is being advertised.

The best standardization plans are boring in the right way: the team knows the controls, the parts room holds less inventory, and service calls become more predictable. That predictability has real financial value because it reduces downtime, retraining, and emergency purchases. It also improves asset protection at exit, since buyers usually reward clear documentation and disciplined maintenance more than they reward a large, mixed fleet. A clinic that standardizes around a small number of proven platforms can often negotiate better warranty support, cleaner replacement cycles, and easier multi-site rollouts. The tradeoff is flexibility, so the best program usually keeps one or two specialty devices outside the standard set rather than forcing every use case into a single brand. That is where a sourcing partner like ALLWILL can help by matching the fleet to the actual operating model, not just the brochure.

What risks should buyers avoid?

The main risks are overbuying, overstandardizing, and under-documenting. A clinic can save money in the long run and still lose money if it replaces working equipment too early, buys a platform that does not match demand, or forgets to account for training and installation.

Avoid these mistakes:

  • Standardizing around a device with weak service coverage.
  • Ignoring spare parts lead times.
  • Buying on price alone without warranty detail.
  • Assuming one platform can cover every treatment category.
  • Failing to verify serial numbers, service history, and clearance status.
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If the standardization plan is part of a multi-site consolidation, Request a quote from ALLWILL for a current condition report, pricing range, and supply timing before you lock the fleet spec. That is the fastest way to see whether the consolidation actually improves total cost of ownership.

Frequently Asked Questions

How much can standardization save a medspa?
Savings vary by fleet size, service frequency, and turnover, but the biggest gains usually come from lower training hours, fewer spare parts, and less downtime. Clinics with several overlapping devices often see the clearest benefit. The right mix depends on utilization and whether the new standard set replaces true redundancy.

Is a certified pre-owned fleet a good standardization strategy?
Yes, when you need to control capex while reducing brand sprawl. CPO units can be a practical way to align multiple locations on one platform if the refurbishment scope, warranty, and support terms are documented. Buyers should verify the exact condition and parts availability in writing.

What should I ask before buying a wholesale package?
Ask for model numbers, serials, service logs, refurbishment details, warranty coverage, installation support, and expected lead time. Also confirm that the package actually fits your treatment mix and room volume. A cheaper bundle is not a good deal if it creates a service bottleneck or training burden.

Which brands are usually standardized first?
Clinics usually start with the platforms that carry the most room time and revenue, such as high-volume laser or body-contouring systems. The first step is to standardize the device that creates the most training and parts complexity, then phase the rest of the fleet around that decision.

Can ALLWILL help with multi-site consolidation?
Yes. ALLWILL can help source new or certified pre-owned units, compare condition and warranty scope, and align the fleet with a cleaner procurement plan. That is especially useful when you need consistency across locations without taking on unnecessary capex. Request a quote from ALLWILL to start with current availability.

References

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(a) Equipment Sold “As Is.” UNLESS OTHERWISE STATED ON THE QUOTE OR IN A WRITING SIGNED BY AN MRP OFFICER, BUYER AGREES THAT THE EQUIPMENT SOLD IN THIS AGREEMENT IS BEING SOLD ON AN “AS IS,” “AS AVAILABLE” BASIS, SUBJECT TO SECTIONS 8(c) AND 9, AND HAVE NO WARRANTIES OR REPRESENTATIONS OF ANY KIND, WHETHER IMPLIED OR ARISING BY LAW, STATUTE OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR USE, NON-INFRINGEMENT, WORKMANLIKE MANNER, QUALITY, ACCURACY, TITLE, AND/OR IMPLIED FROM A COURSE OF DEALING OR PERFORMANCE USAGE IN TRADE.

(b) Special Order Product. If this Agreement includes the sale of a product that MRP does not currently have or typically keep in stock, in MRP’s sole determination, but is acquired from a third party specifically for Buyer (a “Special Order Product”), then Buyer agrees that (i) Buyer, at its sole discretion, has made the selection of such Special Order Product, (ii) such Special Order Product is being acquired by MRP solely at the request of Buyer, (iii) no representation, warranty or guarantee has been made by MRP with respect to such Special Order Product, (iv) the obligation of Buyer to pay MRP for the Special Order Product is absolute and unconditional, and (v) Buyer waives and releases MRP from all claims, damages and losses arising out of such Special Order Product. Special Order Products carry no right to inspection before or after delivery, and MRP is not responsible for examining or evaluating such Special Order Products. MRP makes no warranty about Special Order Products and offerings of the third party (including description of the Special Order Product). MRP does not assume any responsibility or liability for the actions, product and content of all these and any other third parties. If there are any problems with any Special Order Product, Buyer must contact the manufacturer of such Special Order Product for assistance.

(c) Limited Warranties, If Any.

(i) If the Quote expressly states that the Equipment has a warranty for a certain time (a “Warranty Period”), then MRP warrants that the Equipment shall be in good working order under normal use for the Warranty Period, which Warranty Period shall commence from the date of delivery to Buyer (the “Delivery Date”), unless otherwise approved by an MRP Officer in writing, except for the following: (A) New (not used or pre-owned) Equipment that is to be serviced by MRP: if the Quote is silent, warranted to be in good working order under normal use for one hundred eighty (180) days from the Delivery Date; (B) Used Equipment sold refurbished by MRP: if the Quote is silent, warranted to be in good working order under normal use for thirty (30) days from the Delivery Date; (C) Consumable/disposable Equipment: if the Quote is silent, warranted to have been shipped from MRP in functional condition, and no additional warranty shall apply; no service shall be provided either. These items should be inspected for obvious damage, subject to Section 6 and 8(e), and MRP’s obligation under this warranty and this Section 8(c)(i)(C) is limited to replacement of the Equipment; and (D) New (not used or pre-owned) Equipment that is to be serviced by the manufacturer: if the Quote is silent, MRP makes no warranty for any such Equipment. Buyer’s sole warranty for any such Equipment, if any, shall be the original manufacturer’s warranty, which MRP agrees to pass on to Buyer, as applicable. (ii) For the limited warranties of Section 8(c)(i), including exceptions (A) and (B), but not (C) or this (D), Buyer is entitled to telephone, e-mail and video technical assistance and, subject to Sections 8(d) and 8(e), repair or replacement of such Equipment, in MRP’s sole discretion, should the Equipment become inoperative through normal use during the Warranty Period. Loaner equipment is not provided, but if so arranged by MRP, Buyer shall pay MRP the cash list price of any unreturned loaner equipment provided by MRP within seven (7) days of a written demand from MRP. (iii) Repair or replacement under any limited warranty of Equipment may be with parts or products that are new, used or refurbished, carrying the same limited warranty for the remaining term of the original item. Repairs or replacements shall not interrupt, extend or prolong the term of the warranty. (iv) For Services purchased under this Agreement, MRP warrants that the Services shall be performed using competent personnel in a professional manner in accordance with generally recognized industry standards for similar services. Subject to Sections 6 and 8(e) herein, if any Service was not performed in accordance with the aforementioned warranty, then MRP shall, in its sole discretion, either (A) repair or re-perform the applicable Service, or (B) credit or refund the price of such Service at the pro rata contract rate.

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(e) Notice and Inspection. The limited warranties contained in this Section 8 are made on condition that immediate written notice of any noncompliance with the Equipment’s and/or the Service’s warranty be given to MRP, and provided that MRP’s inspection reveals that Buyer’s claim is valid under the terms of such warranty.

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(a) Ownership. No sale shall be construed as granting to Buyer any license or other right in, or to, any of MRP’s (i) patents; (ii) trademarks; (iii) internet domain names, whether or not trademarks, registered by any authorized private registrar or governmental authority, web addresses, web pages, websites and URLs; (iv) works of authorship, expressions, designs and design registrations, whether or not copyrightable, including copyrights and copyrightable works, software and firmware, technical data, data files, and databases and other specifications and documentation; (v) trade secrets; (vi) environmental or other testing applicable to the Equipment and/or the Services; and (vii) industrial and other intellectual property rights, and all rights, interests, and protections that are associated with, equivalent or similar to, or required for the exercise of, any of the foregoing, however arising, in each case whether registered or unregistered and including all registrations and applications for, and renewals or extensions of, such rights or forms of protection pursuant to the laws of any jurisdiction throughout in any part of the world (collectively, the “Intellectual Property Rights”).

(b) Prohibited Acts. Buyer shall not (i) take any action that might interfere with any of MRP’s rights in or to Intellectual Property Rights, including MRP’s ownership or exercise thereof; (ii) challenge any right, title, or interest of MRP in or to the Intellectual Property Rights; (iii) make any claim or take any action adverse to MRP’s ownership of the Intellectual Property Rights; (iv) register or apply for registrations, anywhere in the world, for MRP’s trademarks or any other trademark that is similar to MRP’s trademarks or that incorporates MRP’s trademarks in whole or in confusingly similar part; (v) use any mark, anywhere that is confusingly

similar to MRP’s trademarks in whole or in confusingly similar part; (vi) engage in any action that tends to disparage, dilute the value of or reflect negatively on the Equipment and/or the Services or any of MRP’s trademarks; (vii) misappropriate any of MRP’s trademarks for use as a domain name without prior written consent from MRP; or (viii) alter, obscure or remove any of MRP’s trademarks, or trademark or copyright notices or any other proprietary rights notices placed on the

Equipment, marketing materials or other materials that MRP may provide.

        13.  CONFIDENTIAL INFORMATION. Without the prior written consent of MRP,Buyer, directly or indirectly, shall not disclose (and will direct its directors, shareholders, employees and agents not to disclose) any Confidential Information. The term “Confidential Information” means any information of or relating to MRP or the Equipment and/or the Services not generally known to the public (other than as a result of disclosure in violation of this Agreement) in spoken, printed, electronic or any other form or medium, including, but not limited to, business processes, practices, methods, policies, plans, publications, documents, research, operations, services, strategies, techniques, agreements, contracts, transactions, potential transactions, know-how, trade secrets, databases, manuals, records, supplier information, financial information, accounting information, legal information, marketing information, pricing information, payroll information, personnel information, and supplier lists.

        14.  NON-SOLICITATION. Buyer agrees not to solicit or hire any personnel of MRP involved with the delivery of the Services during the provision of such Services and for twelve (12) months after the completion of such Services; provided, however, that Buyer may hire individuals employed by MRP who, without other solicitation, respond to advertisements or solicitations aimed at the general public.

        15.  EQUITABLE REMEDIES. Buyer acknowledges and agrees that (a) a breach or threatened breach by Buyer of any of its obligations under Sections 13 or 14 would give rise to irreparable harm to MRP for which monetary damages would not be an adequate remedy and (b) in the event of a breach or a threatened breach by Buyer of any such obligations, MRP shall, in addition to any and all other rights and remedies that may be available to MRP at law, at equity, or otherwise in respect of such breach, be entitled to equitable relief, including a temporary restraining order, an injunction, specific performance, and any other relief that may be available from a court of competent jurisdiction, without any requirement to post a bond or other security, and without any requirement to prove actual damages or that monetary damages will not afford an adequate remedy. Buyer agrees that Buyer will not oppose or otherwise challenge the appropriateness of equitable relief or the entry by a court of competent jurisdiction of an order granting equitable relief, in either case, consistent with the terms of this Section 15.

        16.  INDEMNIFICATION. Buyer agrees to indemnify, defend and hold harmless MRP and its directors, shareholders, employees and agents (collectively, “MRP Indemnitees”) against any liability, damage, loss or expense incurred by or imposed in connection with any claims, suits, actions, demands or judgments arising out of (a) any breach or non-fulfillment of any representation, warranty or covenant set forth in this Agreement by Buyer or its directors, managers, employees or agents (collectively, “Buyer’s Agents”); (b) any negligent act or omission or willful misconduct of Buyer or Buyer’s Agents in connection with this Agreement; (c) any bodily injury, death of any person or damage to real or tangible personal property caused by Buyer or Buyer’s Agents, including the use of unauthorized parts in or service of the Equipment; (d) any failure by Buyer or Buyer’s Agents to comply with any applicable laws; (e) any fraud or other intentional acts by Buyer or Buyer’s Agents; and (f) the use or operation of the Equipment, including, without limitation, any medical and/or surgical procedures performed by Buyer, and any of Buyer’s Agents, using the Equipment unless said damages are determined by a court of competence jurisdiction to be solely by the gross negligence of MRP or solely as result of a breach by MRP of the limited warranties contained herein.

        17.  DEFAULTS; REMEDIES. Notwithstanding anything herein to the contrary, should Buyer fail to pay for the order or any other amount, in whole or in part, when due or perform its other obligations under this Agreement or as otherwise mutually agreed in writing between Buyer and MRP (each, a “Default”), then MRP may take any and all actions available under law or equity to collect said amounts with a ten (10) day prior written notice, including, but not limited to, enforcing its security interest, accelerating the payment of and declaring immediately due and payable any unpaid balance of the order, referral to outside collection agencies and/or commencement of legal action. MRP’s rights shall be cumulative, and it shall not be required to have attempted to realize upon to the Equipment before taking any other collection actions. MRP may require that Buyer assemble and return any or all of the Equipment to MRP and, in the event Buyer fails to return such Equipment peaceably, enter upon the premises where such Equipment is located, with or without legal process, and repossess such Equipment. Upon a Default, Buyer agrees to pay upon MRP’s demand: (i) all costs and expenses incurred by MRP or its assignee in connection with the enforcement of any remedies, including all expenses incurred in connection with the return, sale, release or other disposition of the Equipment, including attorneys’ fees and other costs incurred by MRP or its assignee in enforcing or defending its rights and remedies under this Agreement and any other written agreement between Buyer and MRP.

        18.  COMPLIANCE WITH LAWS. Buyer shall (a) carry out the transactions contemplated by this sale and deal with the Equipment in conformity with all applicable laws, rules and regulations of all government authorities, including, without limitation, export laws, (b) obtain all permits and licenses required in connection with the purchase, shipment, installation or use of the Equipment, and (c) be solely responsible to fully understand and comply with laws, rules and regulations. Any information provided is as a convenience only.

        19.  FURTHER ASSURANCES. Upon MRP’s reasonable request, Buyer shall, at its sole cost and expense, execute and deliver all such further documents and instruments, and take all such further acts, necessary to give full effect to this Agreement.

        20.  ASSIGNMENT; SUCCESSORS AND ASSIGNS. Buyer cannot delegate any duties nor assign any rights or claims under this Agreement without MRP’s prior written consent, and any such attempt or assignment shall be void. In the event that Buyer finances its acquisition of any Equipment with a third party, Buyer may direct MRP to transfer title of such Equipment to such third-party financing company, with all remaining terms and conditions of this Agreement remaining in full force and effect. This Agreement is binding on and inures to the benefit of the parties to this Agreement and their respective permitted successors and permitted assigns.

        21.  NO THIRD-PARTY BENEFICIARIES. Subject to Section 16, this Agreement benefits solely the parties to this Agreement and their respective permitted successors and assigns, and nothing in this Agreement, express or implied, confers on any other person any legal or equitable right, benefit, or remedy of any nature whatsoever under or by reason of this Agreement.

        22.  GOVERNING LAW; VENUE. The application of the UN Convention on Contracts for the International Sale of Goods is expressly excluded. The parties agree that any and all claims, demands, disagreements, controversies or disputes arising out of or relating to this Agreement and any agreement or document delivered in connection herewith (collectively, “Claims”) shall be governed by and construed in accordance with the laws of the State of Utah and adjudicated exclusively in the state and federal courts located in or nearest to Summit County, Utah, which courts shall have the sole and exclusive jurisdiction and venue for adjudication of all Claims. The parties hereby agree upon, consent and stipulate to the jurisdiction and venue of the aforementioned courts for the adjudication of all Claims, to the exclusion of all other courts, forums and venues whatsoever.

        23.  NON-DISPARAGEMENT. Buyer shall not disparage MRP or MRP’s trademarks, websites, products or services, or display any such items in a derogatory or negative manner on any website or in any public forum or press release.

        24.  NOTICES. Any notice, demand, or communication required, permitted or desired to be given hereunder shall be deemed effectively given when personally delivered, when sent by electronic means, when received by overnight courier, or when mailed by prepaid, certified or registered mail, return receipt requested, addressed to the other party at its address set forth on the Quote or to such other address that the receiving party may designate from time to time in accordance with this Section 25.

        25.  PUBLIC ANNOUNCEMENTS. Unless otherwise stated herein, neither party shall issue a press release or otherwise advertise, make a public statement or disclose to any third-party information pertaining to the relationship arising under this Agreement, the existence or terms of this Agreement, the underlying transactions between MRP and Buyer or agent for Buyer or refer to the other party in relation to this Agreement without the other party’s prior written approval.

        26.  ENTIRE AGREEMENT; ADDITIONAL OR INCONSISTENT TERMS. Subject to Section 32, this Agreement constitutes the sole and entire agreement between the parties hereto relating to the subject matter hereof, and any unincorporated representation, affirmation of fact, course of prior dealings, promise or condition in connection therewith, or usage of the trade, shall not be binding on either party. Terms and conditions set forth which differ from, conflict with or are not included in this Agreement shall not be part of any agreement between MRP and Buyer unless both parties specifically accept such terms and conditions in writing.

        27.  WAIVER. No waiver under this Agreement is effective unless it is in writing and signed by the party waiving its right. Any waiver authorized on one occasion is effective only in that instance and only for the purpose stated and does not operate as a waiver on any future occasion. None of the following constitutes a waiver or estoppel of any right, remedy, power, privilege or condition arising from this Agreement: any failure or delay in exercising any right, remedy, power or privilege or in enforcing any condition under this Agreement; or any act, omission or course of dealing between the parties.

        28.  SURVIVAL. Subject to the limitations and other provisions of this Agreement, the representations and warranties of Buyer contained herein shall survive the expiration or earlier termination of this Agreement for a period of twelve (12) months after such expiration o termination and (b) this Section 29 and Sections 10, 12, 13, 14, 15, 16, 17, 21, 22, 23, 24, 26, and 32 of this Agreement, as well as any other provision that, in order to give proper effect to its intent, should survive such expiration or termination, shall survive the expiration or earlier termination of this Agreement. All other provisions of this Agreement shall not survive the expiration or earlier termination of this Agreement.

        29.  RELATIONSHIP OF PARTIES. Nothing in this Agreement creates any agency, joint venture, partnership or other form of joint enterprise, employment or fiduciary relationship between the parties. Neither party has any express or implied right or authority to assume or create any obligations on behalf of or in the name of the other party or to bind the other party to any contract, agreement or undertaking with any third party.

        30.  HEADINGS. The headings in this Agreement are for reference only and do not affect the interpretation of this Agreement.

        31.  ORDER OF PRECEDENCE. In the event of conflict between the Quote, a written agreement by MRP, and these Terms, the order of priority shall be: (1) the written

agreement by MRP, if only if executed by an MRP Officer, (2) the Quote and (3) these Terms, and only to the extent of the direct conflict. Notwithstanding the foregoing, MRP shall not be bound by, and specifically objects to, any terms, conditions or other provisions, both written and oral, which are different from, in addition to or inconsistent with the provisions of this Agreement which are set forth in any purchase order, receipt, acceptance, confirmation, correspondence or otherwise of, or by, Buyer. Fulfillment of Buyer’s order shall not constitute acceptance of any of Buyer’s terms and conditions and does not serve to modify or amend the terms and conditions contained herein.

        32.  SEVERABILITY. If any part of this Agreement is held to be void, illegal or unenforceable, then it shall be deemed to be severed from this Agreement and the remaining provisions shall continue in full force and effect; provided, however, that if any fundamental term or provision of this Agreement is held to be void, illegal or unenforceable, the remainder of this Agreement shall be unenforceable. Upon a determination that any term or provision is void, illegal or unenforceable, the parties shall negotiate in good faith to modify this Agreement to effect the original intent of the parties as closely as possible in order that the transactions contemplated hereby be consummated as originally contemplated to the greatest extent possible.