Can a Best Brains franchisee use the confidential information in an unauthorized manner?
Best_Brains Franchise · 2025 FDDAnswer from 2025 FDD Document
| Provision | Section in franchise or other agreement | Summary |
|---|---|---|
| performance may be required; and right of first refusal declined by us. (also see r below). | ||
| n. Franchisor’s right of first refusal to acquire franchisee’s business | Section 9.D | We can match any offer for your business, except broker’s fees are excluded. Cash may be substituted for any form of payment proposed. |
| o. Franchisor’s option to purchase franchisee’s business | Section 7.F | Option to purchase some or all equipment, supplies, inventory, advertising materials and any items with our logo, for cash at fair market value, exercisable up to 90 days after termination or expiration. If no agreement on fair market value, an appraiser appointed by us will decide. |
| p. Death or disability of franchisee | Section 9.E | You must assign franchise to an approved buyer within 5 months. All transfer provisions of Section 9 apply. |
| q. Non-competition covenants | Section 8.A | May not offer services similar to those |
| during the term of the | offered by a BEST BRAINS learning | |
| franchise | center. | |
| r. Non-competition covenants after the franchise is terminated or expires | Section 8.B. and 8.C | May not offer services similar to those offered by a BEST BRAINS learning center, or solicitation of past customers, for 2 years within 25 miles of your former learning center location or any other BEST BRAINS learning center. |
| s. Modification of the agreement | Sections 5.H. and 12.C | Modification by written agreement signed by you and us. The Operations Manual is subject to change. |
| t. Integration/merger clause | Section 12.C | Only the terms of the Franchise Agreement are binding (subject to state law). Any representations or promises outside of the disclosure document and franchise agreement may not be enforceable. |
| u. Dispute resolution by arbitration or mediation | Section 10.I; Schedule 5 | You must first mediate any claims against us before filing suit. Arbitration only applies to Illinois franchisees and if specified in State Addenda to the Franchise Agreement. |
| v. Choice of forum | Section 10.B | Suits must be in Illinois (subject to applicable state law). |
| w. Choice of law | Section 109.A | Except for federal law, Illinois law applies (subject to state law). |
| Provision | Section in franchise or other agreement | Summary twice in a two year period; felony conviction; loss of business license; unauthorized transfer; repeated breaches; repeated NSF charges; failure to pay monies owed and do not cure within 10 days; fail to use certified teachers; fail to cure a default within 30 days of notice; breach of other agreements with us or our affiliates. |
| Franchisee's obligations on i. termination/non-renewal | Section 7.E | Pay amounts owed; return the Operations Manual and Software Program and return or destroy all other materials; stop using Marks, System and confidential information; de identify yourself from us; cancel assumed names; return to us any signs utilizing the Marks; provide us with the names, addresses, and telephone numbers of all customers; assign to us your telephone and facsimile numbers, and e-mail and internet addresses, websites, domain names, social media sites and search engine i |
Source: Item 14 — PATENTS, COPYRIGHTS, AND PROPRIETARY INFORMATION (FDD page 30)
What This Means (2025 FDD)
According to the 2025 Best Brains FDD, franchisees are explicitly prohibited from using the franchise's confidential information, Marks, and System in any way not expressly authorized by Best Brains. The franchise agreement outlines that upon termination or non-renewal, franchisees must cease using the Marks, System, and confidential information. They must also return or destroy all materials related to the Best Brains system. This includes the operations manual and software program. These restrictions are designed to protect Best Brains' intellectual property and maintain uniformity across all franchise locations.
Specifically, the FDD states that franchisees must stop using the Marks, System, and confidential information upon termination or non-renewal of the franchise agreement. This obligation extends to de-identifying themselves from Best Brains, canceling assumed names, and returning any signs utilizing the Marks. Furthermore, franchisees are required to provide Best Brains with customer lists and assign their telephone numbers, email addresses, websites, and social media sites to the company.
These measures ensure that franchisees do not unfairly compete with Best Brains after the franchise relationship ends and that all proprietary information remains under the control of the franchisor. The non-competition covenants further restrict franchisees from offering similar services or soliciting past customers within a specified radius of their former location or any other Best Brains learning center for a period of two years after termination or expiration of the franchise agreement. This is a fairly standard practice in franchising to protect the brand and customer base.
In summary, Best Brains takes significant steps to protect its confidential information and brand identity by strictly limiting how franchisees can use proprietary information both during and after the franchise term. Franchisees must adhere to these restrictions to avoid legal repercussions and maintain the integrity of the Best Brains system.