Does the Bft agreement specify any geographic limits related to the Development Schedule?
Bft Franchise · 2025 FDDAnswer from 2025 FDD Document
elop or become associated with and engage in other businesses, including other fitness concepts and systems, and/or award franchises under such other concepts for locations anywhere, including inside and outside of the Development Area; (f) use the Marks and System, and license others to use the Marks and System, to engage in any other activities not expressly prohibited by this
Agreement; and (g) open and operate, or license third parties the right to open or operate, Studios at Non-Traditional Locations both within and outside the Development Area.
C. Development Schedule. The Development Schedule is set forth on Exhibit A hereto. Each period described in the Development Schedule is a "Development Period." Developer (or its approved affiliate) must conduct its Soft Opening and operate Studios in the Development Area, each pursuant to a written franchise agreement and related agreements signed by Franchisor and a franchisee (each a "Franchise Agreement"), as necessary to satisfy the requirements of each Development Period, but Developer shall not be required to open, in total, more than the cumulative number of Studios shown for the last Development Period. To determine whether a Studio has conducted its Soft Opening for purposes of the Development Schedule, "Soft Opening" means that the respective Studio's doors are open to the general public for participating in regular classes in the physical premises of the Studio. The Development Schedule is not a representation (express or implied) by Franchisor that the Development Area can support, or that there are or will be sufficient sites for, the number of Studios specified in the Development Schedule or during any particular Development Period. Franchisor is relying on Developer's knowledge and expertise of the Development Area and Developer's representation that it has conducted its own independent investigation and has determined that it can satisfy the development obligations under each Development Period of the Development Schedule.
Notwithstanding anything contained in this Section, Franchisor will provide Developer with a onetime reasonable extension of time not to exceed 90 days to comply with its development obligations in any one of the Development Period as set forth in the Development Schedule (see Exhibit A), provided: (i) Developer has already executed a lease for, or otherwise obtained, a Site (defined in Section 2.D below) that Franchisor approves for any Studio(s) it is required to conduct its Soft Opening and operate during that Development Period; and (ii) Developer notifies Franchisor of its need for such an extension no less than 30 days prior to expiration of that Development Period.
Source: Item 17 — RENEWAL, TERMINATION, TRANSFER AND DISPUTE RESOLUTION (FDD pages 57–66)
What This Means (2025 FDD)
According to Bft's 2025 Franchise Disclosure Document, the Development Schedule is tied to a specific geographic area. The agreement states that the developer must conduct its soft opening and operate studios in a defined "Development Area" according to a written franchise agreement. This area is crucial for meeting the requirements of each Development Period outlined in Exhibit A of the agreement.
The Bft agreement emphasizes the developer's responsibility to understand the Development Area. Bft relies on the developer's knowledge and expertise of the area, and the developer's representation that they have independently investigated and determined they can meet the development obligations within each period of the Development Schedule. This places the onus on the developer to accurately assess the market potential and site availability within the designated area.
While Bft retains the right to approve or reject proposed sites, the initial responsibility for locating suitable locations within the Development Area falls on the developer. The agreement also allows Bft to permit the developer to open studios at non-traditional locations both inside and outside the Development Area. This clause provides some flexibility, but the primary focus remains on fulfilling the Development Schedule within the defined Development Area.