What is the integration/merger clause in the Best Brains franchise agreement?

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Accepted Answer

|    | 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 during the term of the franchise | Section 8.A | May not offer services similar to those offered by a BEST BRAINS learning 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. |

Source: Item 17 — RENEWAL, TERMINATION, TRANSFER, AND DISPUTE RESOLUTION (FDD pages 32–34)

What is the integration/merger clause in the Best Brains franchise agreement?

Answer from 2025 FDD Document

What This Means (2025 FDD)

	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 during the term of the franchise	Section 8.A	May not offer services similar to those offered by a BEST BRAINS learning 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.