factual

What is the date of the Franchise Agreement that Bft Franchisee and Franchisor are parties to?

Bft Franchise · 2025 FDD

Answer from 2025 FDD Document

elivered this Rider to be effective as of the effective date of the Franchise Agreement.

BFT FRANCHISE SPV, LLC, "FRANCHISEE"
a Delaware limited liability company [if an individual]
By: [Name], individually
Name:
Title: Sign:
Date: Date: [if a legal entity] [Name], a [state/type] By: Name: Title: Date:

RIDER TO THE BFT FRANCHISE SPV, LLC TO THE FRANCHISE AGREEMENT AND RELATED AGREEMENTS FOR USE IN WASHINGTON

THIS RIDER is made and entered into by and between BFT FRANCHISE SPV, LLC, a
Delaware limited liability company with its principal business address at 17877 Von Karman Ave., Suite
100 Irvine, CA 92614 ("Franchisor"), and, whose
principal business address is ("Franchisee").
1.
Background. Franchisor and Franchisee are parties to that certain Franchise Agreement dated
, 20 (the "Franchise Agreement") that has been signed concurrently
with the signing of this Rider. This Rider is annexed to and forms part of the Franchise Agreement. This
Rider is being signed because (a) the offer is directed into the State of Washington and is received where it
is directed; or (c) the Studio that Franchisee
(b) Franchisee is a resident of the State of Washington; or
develops under its Franchise Agreement is or will be located or operated, wholly or partly, in the State of
Washington.
    1. Surety Bond. A surety bond in the amount of $100,000 has been obtained by Franchisor. The Washington Securities Division has made the issuance of Franchisor's permit contingent upon Franchisor maintaining surety bond coverage acceptable to the Administrator until (a) all Washington franchisees have (i) received all pre-opening obligations that they are entitled to under the franchise agreement or offering circular, and (ii) are open for business; or (b) the Administrator issues written authorization to the contrary.
    1. Site Approval Process. The following language is deleted from Section 1.2 of the Franchise Agreement:

If Franchisor provides Franchisee with any information regarding a site for the Studio, such information is not a representation or warrant of any kind (express, implied, or collateral) of the site's suitability for a Studio or any other purpose. Franchisor's acceptance of Franchisee's proposed site is not intended to be relied on by Franchisee as an indicator of likely success, but that Franchisor believes the site meets Franchisor's then-acceptable criteria, which Franchisor has established for Franchisor's own purposes.

    1. Enforcement of Covenants. The first and second sentences of Section 13.3(A) of the Franchise Agreement will not apply to with respect to the post-termination restrictions in Section 13.1(B). The first sentence of Section 13.3(B) of the Franchise Agreement is hereby deleted in its entirety.
    1. Cross Default. Section 15.2 of the Franchise Agreement will not apply to the extent it is inconsistent with RCW 19.100.180.
    1. Franchisor's Rights and Remedies in Addition to Termination. Section 15.4(A) of the Franchise Agreement is deleted and replaced with the following:

If Franchisee shall be in material default in the performance of any of its obligations or materially breach any term or condition of this Agreement, in addition to Franchisor's right to terminate this Agreement, and without limiting any other rights or remedies to which Franchisor may be entitled at law or in equity, Franchisor may, at its election, immediately or at any time thereafter, and without notice to Franchisee cure such default for the account of and on behalf of Franchisee including entering upon and taking possession of the Studio for a period not to exceed one hundred

and eighty (180) consecutive days and taking, in the name of Franchisee, all other actions necessary to effect the provisions of this Agreement and any such entry or other action shall not be deemed a trespass or other illegal act, and Franchisor shall not be liable (except with respect to Franchisor's gross negligence or intentional misconduct) in any manner to Franchisee for so doing, and Franchisee shall pay the entire cost thereof to Franchisor on demand, including reasonable compensation to Franchisor for the management of the Studio.

  1. Franchisor's Right to Purchase the Studio. Section 15.3(I) of the Franchise Agreement is amended and supplemented to include the following:

To the extent, this Section 15.3(I) is inconsistent with RCW 19.100.180(2)(i), it is hereby deemed modified to comply with RCW 19.100.180(2)(i). Subject to applicable laws, Franchisor is required to purchase certain assets at fair market value (including goodwill in certain instances) at the time of expiration or termination of the franchise, offset by any amounts owed by the Franchisee to the Franchisor.

    1. Limitation of Actions. Section 16.12 of the Franchise Agreement is hereby deleted in its entirety and replaced with "intentionally deleted".
    1. Other Proceedings (Right to Injunctive Relief). The last sentence of Section 16.5 of the Franchise Agreement is deleted in its entirety.
    1. No Recourse Against Nonparty Affiliates. Nothing in Section 17.5 of the Franchise Agreement will release XPOF Assetco, LLC from any liability arising under that certain Guaranty of Performance by XPOF Assetco, LLC dated March 14, 2025.
      1. Acknowledgments. Section 18.4 of the Franchise Agreement is deleted in its entirety.
      1. Washington Law. The following paragraphs are added to the end of the Franchise Agreement:

In the event of a conflict of laws, the provisions of the Washington Franchise Investment Protection Act, Chapter 19.100 RCW will prevail.

RCW 19.100.180 may supersede the franchise agreement in your relationship with the franchisor including the areas of termination and renewal of your franchise. There may also be court decisions which may supersede the franchise agreement in your relationship with the franchisor including the areas of termination and renewal of your franchise.

In any arbitration or mediation involving a franchise purchased in Washington, the arbitration or mediation site will be either in the state of Washington, or in a place mutually agreed upon at the time of the arbitration or mediation, or as determined by the arbitrator or mediator at the time of arbitration or mediation. In addition, if litigation is not precluded by the franchise agreement, a franchisee may bring an action or proceeding arising out of or in connection with the sale of franchises, or a violation of the Washington Franchise Investment Protection Act, in Washington.

A release or waiver of rights executed by a franchisee may not include rights under the Washington Franchise Investment Protection Act or any rule or order thereunder except when executed pursuant to a negotiated settlement after the agreement is in effect and where the parties are represented by independent counsel. Provisions such as those which

unreasonably restrict or limit the statute of limitations period for claims under the Act, or rights or remedies under the Act such as a right to a jury trial, may not be enforceable.

Transfer fees are collectable to the extent that they reflect the franchisor's reasonable estimated or actual costs in effecting a transfer.

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 Franchise Agreement's date is referenced within the context of certain state-specific riders. Specifically, the Franchise Agreement is dated sometime in 20--, with the exact day and month not specified in the excerpt. The riders, such as those for Washington, Rhode Island, and Maryland, are signed concurrently with the Franchise Agreement, indicating that the agreement is already in place when these riders are executed.

This concurrent signing suggests that the Franchise Agreement's terms are established before the addition of any state-specific modifications or legal considerations outlined in the riders. The riders themselves address specific legal requirements or conditions within those states, ensuring that Bft's franchise operations comply with local regulations. For instance, the Maryland rider includes clauses related to releases, insolvency, governing law, jurisdiction, mediation, and arbitration, tailoring the agreement to Maryland law.

For a prospective franchisee, this means that the core Franchise Agreement is standardized, but it is subject to modifications based on the state in which the franchise will operate. It is crucial for franchisees to carefully review any state-specific riders to understand how local laws may affect their rights and obligations under the agreement. The absence of the specific day and month in the provided excerpt highlights the importance of obtaining and reviewing the complete Franchise Agreement to understand all terms and conditions.

Disclaimer: This information is extracted from the 2025 Franchise Disclosure Document and is provided for research purposes only. It does not constitute legal or financial advice. Consult with a franchise attorney before making any investment decisions.