What section of the Best In Class Education Center Franchise Agreement defines 'Transfer'?
Best_In_Class_Education_Center Franchise · 2025 FDDAnswer from 2025 FDD Document
| THE FRANCHISE RELATIONSHIP | ||||||
|---|---|---|---|---|---|---|
| Provision | SECTIONS IN AGREEMENT | SUMMARY | ||||
| i. Your obligations | FA: 22.1 | Obligations include: remove trade dress and alter premises to eliminate any resemblance to a Center; cease use of intellectual property; return Manual, educational materials and branded materials; return proprietary software; assign telephone numbers, listings and domain names; assign student/parent information and accounts; cancel fictitious names; comply with data retention policies; and pay amounts due (also see "r", below). | ||||
| on termination/ | ||||||
| non-renewal | SOA: Not Applicable ADA: Not Applicable FA: 20.1 | The SOA does not impose any post-term obligations on you. The ADA does not impose any post-term obligations on you. | ||||
|
SOA: 10 | No restriction on our right to assign. | ||||
| contract by us | ||||||
| contract by us | ADA: 7.1 FA: 1 (definition of Transfer) & 20.2 | |||||
| k. "Transfer" by | SOA: 1 | Includes ownership change or transfer of contract or assets. | ||||
| you – definition | ||||||
| you – definition | ADA: 1 (definition of Transfer) & 7.2 | |||||
| 1. Our approval of | FA: 1 (definition of Permitted Transfer), 20.2 & 20.3 | You may engage in a Permitted Transfer (defined in Note 2 in Item without approval. We must approve other Transfers but will n | ||||
| transfer by you | SOA: 5 & 10 ADA: 1 (definition of Permitted Transfer), 7.2 & 7.3 FA: 20.2 | unreasonably withhold approval. You may only Transfer a Satel Office to the same person who buys your Center in accordance with Franchise Agreement's transfer terms. Transferee must: meet our qualifications; successfully complete training (or arrange to do so); obtain required licenses and permits; assume your obligations under contracts relating to the Business; sign then-current form of franchise agreement for remainder of term or, at our option, assume your Franchise Agreement; and remodel Center and upgrade furniture, fixtures and equipment to current standards within 1 year of Transfer or such shorter period of time we specify. | ||||
| m. Conditions for | You must: be compliant with Franchise Agreement; assign lease (if applicable); pay transfer fee (subject to state law); subordinate transferee's ongoing payments owed to you (if any) to transferee's payments owed to us; and sign general release (subject to state law). We must notify you that we will not exercise our right of first refusal. | |||||
| our approval of | ||||||
| transfer | SOA: 5 & 10 ADA: 7.2 74. 20. 7 | Transfer provisions in Franchise Agreement govern. Transferee must: meet our qualifications; successfully complete training (or arrange to do so); and sign then-current form of area development agreement for remainder of term or, at our option, assume your ADA. You must: be compliant with all Franchise Agreements and ADA; assign all Franchise Agreements and Satellite Office Addenda (if applicable) to same purchaser unless we agree to contrary (or we instruct transferee to sign then-current form of franchise agreement); comply with transfer provisions in Franchise Agreements; and sign general release (subject to state law). We must notify you that we will not exercise our right of first refusal. | ||||
| n. Our right of first | FA: 20.5 | We can match any offer for your business. | ||||
| refusal to acquire your business | Right of first refusal provision in Franchise Agreement governs. | |||||
| your ousiness | ADA: 7.5 | We can match any offer for your area development rights. |
Source: Item 17 — RENEWAL, TERMINATION, TRANSFER, AND DISPUTE RESOLUTION (FDD pages 37–41)
What This Means (2025 FDD)
According to Best In Class Education Center's 2025 Franchise Disclosure Document, the definition of 'Transfer' regarding the Franchise Agreement (FA) is found in Section 1, as outlined in Item 17. A transfer by the franchisee includes ownership changes or transfer of contract or assets.
For the Satellite Office Addendum (SOA), the definition of 'Transfer' is also located in Section 1. Similarly, for the Area Development Agreement (ADA), the definition of 'Transfer' can be found in Section 1 as well as 7.2. These sections are crucial for franchisees to understand their rights and obligations when considering a transfer of ownership or contractual rights.
Specifically, the Franchise Agreement outlines in Sections 1 (definition of Permitted Transfer), 20.2 & 20.3 the conditions under which a franchisee may engage in a Permitted Transfer without needing approval from Best In Class Education Center. However, for other transfers, the franchisor's approval is required, but such approval will not be unreasonably withheld. The franchisee can only transfer a Satellite Office to the same person who buys the Center, adhering to the transfer terms specified in the Franchise Agreement. The prospective transferee must meet Best In Class Education Center's qualifications, complete the necessary training, secure required licenses and permits, assume all obligations under existing contracts, and sign the then-current franchise agreement. Additionally, the Center must be remodeled and upgraded to current standards within one year of the transfer.