Is time of the essence in the Best Brains Option Agreement?
Best_Brains Franchise · 2025 FDDAnswer from 2025 FDD Document
Franchisor hereby grants to Franchisee the right for 90 days ("Deposit Period") to enter into one a lease for a Center location and to obtain from Franchisor a Franchise Agreement for such possible new franchise territory.
Franchisee shall pay to Franchisor, at the time of execution of this Agreement, a nonrefundable deposit of $2,500 for the rights described in Section 1 above. If Franchisee secures a lease for a Center location and new Franchise Agreement for that location, then the $2,500 shall be considered a deposit against the initial franchise fee on the new territory. If a Center location and new Franchise Agreement are not obtained in the 90 day period, then the $2,500 payment to Franchisor is nonrefundable as consideration for its rights given up under this Option Agreement.
If a franchise prospect that Franchisor feels is qualified expresses an interest in any Franchisor territory covered by this Option Agreement, within the Deposit Period, Franchisor may serve written notice upon Franchisee of its cancellation of this Option Agreement as to such territory and shall, at the same time, refund the $2,500 paid to Franchisee and then Franchisor may sell the franchise territory to the other prospect with no further obligation to Franchisee.
Source: Item 23 — RECEIPTS (FDD pages 42–190)
What This Means (2025 FDD)
According to the 2025 Best Brains Franchise Disclosure Document, the Option Agreement grants the franchisee a 90-day period to secure a lease for a center location and obtain a new Franchise Agreement. This 90-day period, referred to as the "Deposit Period," is a critical timeframe for the franchisee to act.
If the franchisee fails to secure a lease and a new Franchise Agreement within this 90-day window, the nonrefundable deposit of $2,500 is forfeited to Best Brains as consideration for the rights given up under the Option Agreement. This clause emphasizes the importance of adhering to the specified timeframe.
Best Brains also retains the right to cancel the Option Agreement during the Deposit Period if another qualified prospect expresses interest in the same territory. In such a case, Best Brains will provide written notice to the franchisee, refund the $2,500 deposit, and proceed with selling the franchise territory to the new prospect. This clause further underscores the time-sensitive nature of the Option Agreement and the potential for Best Brains to act if a better opportunity arises within the 90-day period.