What is the meaning of 'transfer' in the context of the Best Brains franchise agreement?
Best_Brains Franchise · 2025 FDDAnswer from 2025 FDD Document
[Item 23: RECEIPTS]
You pay us a transfer fee in an amount of $2,500 for the transfer of either a Premium Learning Center or a Teacher Learning Center franchise; and
You (and each of your owners, if Franchisee is an entity) execute Releases of all claims against us, our affiliates, and their officers, directors, managers, shareholders, members, employees and agents.
- **C.
Assignment to Entity.** If you are in full compliance with this Agreement, we shall not unreasonably withhold our consent to a transfer of this Agreement and the assets of the Franchised Business to an entity, provided:
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- the entity name does not include the word "BEST" or "BRAIN" or "BRAINS" and its activities are confined exclusively to operating your Franchised Business;
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Franchisee owns and controls all of the ownership interest and the entity assumes all of Franchisee's obligations hereunder and the owners agree to be personally bound jointly and severally by all the provisions of this Agreement and assume and guarantee all of Franchisee's obligations hereunder and all other agreements;
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- any subsequent transfer of ownership interest in the entity shall be subject to our consent;
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- the ownership shares indicate that any transfer of interests is restricted and may be transferred subject to our consent only in accordance with the terms of this Agreement; and
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- You shall pay to us all legal expenses and other charges we incur in connection with such transfer.
D. Right of First Refusal. If you determine at any time to sell your rights under this Agreement, or the assets of the Franchised Business, or your ownership interest, in whole or part, you must obtain a bona fide, executed written offer from a responsible and fully disclosed purchaser and must submit an exact copy of such offer to us.
We or our designee shall, for a period of 30 days from the date of delivery of such offer to us, have the right, exercisable by written notice to you, to purchase the interest for the price and on the terms and conditions contained in the offer, provided that any brokers', agents', or finders' fees shall be deducted from the purchase price and we or our designee may substitute cash for any form of payment proposed in such offer.
Source: Item 23 — RECEIPTS (FDD pages 42–190)
What This Means (2025 FDD)
According to the 2025 Best Brains Franchise Disclosure Document, 'transfer' refers to the act of selling or assigning the rights and obligations of the franchise agreement to another party. This can involve transferring the entire business, its assets, or ownership interests.
Best Brains, Inc. has the right to transfer the agreement to another person or entity who agrees to abide by the obligations in the agreement, and the franchisee must consent to such a transfer. If a franchisee wants to transfer their interest, they must first get a written offer from a potential buyer and submit it to Best Brains, Inc., which then has 30 days to either approve the transfer or exercise its right of first refusal to purchase the franchise on the same terms.
If the franchisee is compliant with the agreement, Best Brains will not unreasonably withhold consent to a transfer of the agreement to an entity, provided certain conditions are met. These conditions include that the entity's name does not include "BEST" or "BRAIN" or "BRAINS", the entity's activities are confined to operating the franchised business, the franchisee owns and controls all ownership interest, and the entity assumes all of the franchisee's obligations. A 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.
Upon termination or expiration of the franchise agreement, including a transfer, the franchisee is subject to non-compete and non-solicitation restrictions for two years, preventing them from offering similar services within 25 miles of their former location or any Best Brains location, or soliciting business from customers of the franchised business within the same geographic area.