What is included in the definition of 'transfer' by a Best Brains franchisee?
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 identifiers; assign your lease to us, at our option; adhere to non-competition provisions. Pay liquidated damages. Upon our request, transfer some or all of your students to another BEST BRAINS learning center, refund tuition, and take such other actions to ensure the orderly transition of students. |
| Assignment of contract by | Section 9.A | No restriction on our right to assign. |
| j. | ||
| franchisor | ||
| "Transfer" by franchisee – | Section 9.B | Includes any type of transfer of the |
| k. | Franchise Agreement or assets or any | |
| defined | ownership change. | |
| Franchisor approval of | Section 9.B | We have the right to approve all |
| l. | transfers but will not unreasonably | |
| transfer by franchisee | withhold approval. | |
| Conditions for franchisor m. approval of transfer | Section 9.B | Transferee qualifies; all amounts due are paid in full; you are not in default; the transferee complies with training requirements; transferee has received required disclosure documents; then current form of Franchise Agreement signed; transferee assumes remaining obligations under your agreements; transfer fee paid; assets have been refurbished, remodeled or replaced; |
Source: Item 17 — RENEWAL, TERMINATION, TRANSFER, AND DISPUTE RESOLUTION (FDD pages 32–34)
What This Means (2025 FDD)
According to Best Brains' 2025 Franchise Disclosure Document, a transfer by a franchisee includes any type of transfer of the Franchise Agreement, the assets, or any ownership change. This broad definition means that any change in ownership or control of the Best Brains franchise, whether through the sale of the business, its assets, or a change in the ownership structure, is considered a transfer under the agreement.
This definition is important for prospective franchisees because it triggers certain requirements and restrictions outlined in the Franchise Agreement. Best Brains has the right to approve all transfers, though they will not unreasonably withhold approval. This provision allows Best Brains to maintain control over who operates its franchises and ensures that any new operators meet their standards.
Before a franchisee can transfer their Best Brains franchise, they must meet certain conditions to gain franchisor approval. The transferee must qualify, all outstanding amounts must be paid, and the franchisee must not be in default. Additionally, the transferee must meet training requirements, receive the necessary disclosure documents, and sign the current Franchise Agreement. The assets of the franchise must be refurbished, remodeled, or replaced, and the lessor must consent to the lease assignment if necessary. Finally, releases must be signed, a guaranty of performance may be required, and Best Brains must decline their right of first refusal.