Does Best Brains assume liability to franchisees regarding the Brand Development Fund's maintenance, direction, or administration?

• E. Advertising. We shall direct all advertising and marketing programs financed by the Brand Development Fund. We will have with sole discretion over the creative concepts, materials and endorsements used and the geographic, market, and media placement of the advertisements. We will provide you with approved advertising and marketing materials on the same terms and conditions as other BEST BRAINS businesses.
  • 1. The Brand Development Fund is intended to maximize general public recognition and patronage of the Marks and BEST BRAINS businesses for the benefit of all BEST BRAINS businesses and we are under no obligation in administering the Brand Development Fund to ensure that expenditures in a market area are proportionate or equivalent to your contributions or that any BEST BRAINS business benefits directly or pro rata from the conduct of marketing programs or the placement of advertising. Except as expressly provided in this Section, we assume no liability or obligation to you with respect to the maintenance, direction, or administration of the Brand Development Fund.
  • 1. The Brand Development Fund will be accounted for separately from the other funds of the Company and shall not be used to defray the Company's general operating expenses, except for such reasonable salaries, administrative costs and overhead we may incur in activities reasonably related to the administration of the Brand Development Fund and its advertising and marketing.
  • 1. We shall be authorized to spend in any fiscal year an amount greater or less than the aggregate contribution of all BEST BRAINS businesses to the Brand Development Fund in that year; and the Brand Development Fund may borrow from the Company or other lenders to cover deficits of the Brand Development Fund or cause the Brand Development Fund to invest any surplus for future use by the Brand Development Fund. An unaudited report of the receipts and disbursements of the Brand Development Fund will be prepared annually and will be made available to you upon written request.
  • 1. Upon 30 days' prior written notice to you, we shall have the right to suspend contributions to and operation of the Brand Development Fund for one or more periods that we determine to be appropriate or to terminate the Brand Development Fund.
    • i. We shall distribute all unspent monies of the Brand Development Fund which was terminated to the Company, its affiliates and franchisees in proportion to their respective contributions to the Brand Development Fund during the preceding twelve-month period.
    • ii. We shall have the right to reinstate the Brand Development Fund upon the same terms and conditions as set forth in this Agreement, upon thirty days' prior written notice to you.

Source: Item 23 — RECEIPTS (FDD pages 42–190)