What must the assignee or transferee of a Best Brains franchise agree to regarding the franchise agreement?
Best_Brains Franchise · 2025 FDDAnswer from 2025 FDD Document
itation.** In addition, in the event of the termination or expiration of the Agreement, including a transfer of the Franchised Business or your interest in it, you will not for a two (2) year period, within the same geographic area solicit business for a learning center from any customer of the Franchised Business. If the duration, scope and/or geographic area set forth in this paragraph and Agreement are held to be unreasonable and therefore unenforceable by any court of competent jurisdiction, then the duration, scope and/or geographic area of the foregoing restrictions and agreements shall remain in full force and effect as to such maximum duration, scope and/or geographic area as the court shall allow.
9. TRANFERABILITY OF INTEREST.
- A. Transfer by the Company. We shall have the right, in our sole discretion, to transfer or assign this Agreement and all or any part of its rights or obligations to any person or legal entity who agrees to abide by the obligations in this Agreement. You shall execute such documents consenting to such a transfer as we request.
- B. Transfer by Franchisee. You understand and acknowledge that the rights and duties set forth in this Agreement are personal to you, and that we have granted this franchise in reliance on your business skill, financial capacity, and personal character.
Accordingly, you may not sell, assign, transfer, convey, pledge, encumber, merge, or give (collectively "transfer") away any direct or indirect interest in this Agreement, in Franchisee, or in all or substantially all of the assets of the Franchised Business without our prior written consent. Any purported assignment or transfer not having our written consent shall be null and void.
We shall not unreasonably withhold its written approval of an assignment or transfer, provided:
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- You have properly offered us the opportunity to exercise the right of first refusal as provided in the right of first refusal section of this Agreement, and we declined to exercise it;
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- The assignee or transferee has sufficient business experience, aptitude, financial resources, meets our then applicable stan
Source: Item 23 — RECEIPTS (FDD pages 42–190)
What This Means (2025 FDD)
According to Best Brains' 2025 Franchise Disclosure Document, if a franchisee seeks to transfer their interest in the franchise, the assignee or transferee must meet certain conditions. Specifically, the assignee or transferee must have sufficient business experience, aptitude, and financial resources that meet Best Brains' standards for franchisees. They must also be of good moral character and comply with Best Brains' standard training requirements. Additionally, the assignee or transferee needs to have received the required disclosure documents in accordance with the law and execute the then-current form of the franchise agreement and other agreements.
Upon Best Brains' request, the assignee or transferee must agree, in a form approved by Best Brains, to be personally bound jointly and severally by all the provisions of the Franchise Agreement. This includes assuming and guaranteeing all of the franchisee's obligations under the agreement and all other agreements between the franchisee and Best Brains or its affiliates. The document also states that the lessor must consent to the assignment of the lease for the franchised business premises to the assignee or transferee, if the lease requires such consent.
Furthermore, the franchisee must pay Best Brains a transfer fee of $2,500 for the transfer of either a Premium Learning Center or a Teacher Learning Center franchise. Both the franchisee and each of their owners, if the franchisee is an entity, must execute releases of all claims against Best Brains, its affiliates, and their officers, directors, managers, shareholders, members, employees, and agents. These conditions ensure that any new operator meets Best Brains' standards and assumes all responsibilities associated with the franchise.