In the context of the Aira Fitness Franchise Agreement, what does the term 'Developer' refer to?
Aira_Fitness Franchise · 2025 FDDAnswer from 2025 FDD Document
- 9.1 Unless otherwise specified, the term "Developer" as used in this Section 9 shall include each and every Owner of Developer.
- 9.2 Developer specifically acknowledges that, pursuant to this Agreement, Developer will have access to the Confidential Information. Accordingly, Developer covenants that Developer and its Owners shall not, for a period of two (2) years after the expiration or termination of this Agreement, regardless of the cause of termination, either directly or indirectly, for itself, or through, on behalf of, or in conjunction with any person, persons, or entity:
- (a) own, maintain, operate, engage in, consult with or have any interest in (as disclosed or beneficial owner) any Competitive Business or any entity which is franchises, licenses or develops Competitive Businesses within the Development Area, or within a ten (10) mile radius of any existing Aira Fitness Center, except under a validly existing Franchise Agreement with Franchisor. You acknowledge and agree that, after the date of this Agreement, other Aira Fitness Centers may open, thereby expanding the geographical area in which you will not be able to compete with us. For purposes of this Section 9, a "Competitive Business" is defined as any fitness center, studio or exercise facility;
- (b) directly or indirectly divert or attempt to divert any former business or customer of a Aira Fitness Center to any competitive business; and
- (c) employ or seek to employ any person employed by us or our affiliate or by any other Aira Fitness Center franchisee, or otherwise directly or indirectly induce or seek to induce such person to leave his or her employment;
Source: Item 23 — **RECEIPTS (FDD pages 59–254)
What This Means (2025 FDD)
According to the 2025 Aira Fitness Franchise Disclosure Document, the term 'Developer' generally refers to the franchisee, particularly in the context of a multi-unit development agreement. The Developer is responsible for developing, opening, and operating a specified minimum number of Aira Fitness centers according to a set development schedule. This involves signing franchise agreements, leases, or purchase agreements for approved sites and commencing operations.
The FDD specifies that the Developer must adhere to the development schedule and continuously maintain the operation of the required number of Aira Fitness centers. The Owners of the Developer entity must also maintain majority control over the entity that owns each Aira Fitness franchise developed under the agreement. The Developer is required to provide periodic reports to Aira Fitness Franchising LLC regarding their progress in developing and establishing the franchises.
Furthermore, the term 'Developer' extends to include each Owner of the Developer, especially concerning post-termination covenants. This means that after the agreement expires or terminates, the Developer and its Owners are subject to certain restrictions, such as not engaging in competitive businesses within the Development Area or near existing Aira Fitness centers for a period of two years. This also includes restrictions on diverting customers or employing individuals associated with Aira Fitness. Therefore, the responsibilities and restrictions apply not only to the developing company but also to its owners.