What sections in the Best Brains Franchise Agreement cover the franchisee's obligations related to trademarks and proprietary information?

Question

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 | 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. |

Source: Item 9 — FRANCHISEE'S OBLIGATIONS (FDD pages 21–22)

What sections in the Best Brains Franchise Agreement cover the franchisee's obligations related to trademarks and proprietary information?

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	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.