What obligations of the Bft Franchisee survive the expiration or termination of the Agreement?
Bft Franchise · 2025 FDDAnswer from 2025 FDD Document
Without limiting the generality of the foregoing, the parties expressly acknowledge that each of the following provisions of this Agreement will survive the Agreement's expiration or termination: Section 10.4 (Information Security); Section 11 (Relationship of the Parties; Indemnification); Section 12 (Confidential Information); Section 13.1.B (Non-Competition Covenants of Franchisee; After the Term of this Agreement); Section 13.2.B (Non-Solicitation Covenants; After the Term of this Agreement); Section 15.3 (Obligations of Franchisee upon Termination or Expiration); Section 16 (Resolution of Disputes); Section 17 (Miscellaneous Provisions); Section 18 (Acknowledgements); and Section 19 (Entire Agreement).
18. ACKNOWLEDGMENTS
- 18.1 THE SUBMISSION OF THIS AGREEMENT DOES NOT CONSTITUTE AN OFFER AND THIS AGREEMENT SHALL BECOME EFFECTIVE ONLY UPON THE EXECUTION HEREOF BY THE FRANCHISOR AND THE FRANCHISEE. THE DATE OF EXECUTION BY THE FRANCHISOR SHALL BE CONSIDERED TO BE THE DATE OF EXECUTION OF THIS AGREEMENT.
- 18.2 THIS AGREEMENT SHALL NOT BE BINDING ON THE FRANCHISOR UNLESS AND UNTIL IT SHALL HAVE BEEN ACCEPTED AND SIGNED BY AN AUTHORIZED OFFICER OF THE FRANCHISOR.
- 18.3 FRANCHISEE ACKNOWLEDGES THAT THIS AGREEMENT, THE FRANCHISE DISCLOSURE DOCUMENT ("FDD"), AND THE EXHIBITS HERETO CONSTITUTE THE ENTIRE AGREEMENT OF THE PARTIES. THIS AGREEMENT TERMINATES AND SUPERSEDES ANY PRIOR AGREEMENT BETWEEN THE PARTIES CONCERNING THE SAME SUBJECT MATTER.
- 18.4 FRANCHISEE AGREES AND ACKNOWLEDGES THAT FULFILLMENT OF ANY AND ALL OF FRANCHISOR'S OBLIGATIONS WRITTEN IN THIS AGREEMENT OR BASED ON ANY ORAL COMMUNICATIONS WHICH MAY BE RULED TO BE BINDING IN A COURT OF LAW SHALL BE FRANCHISOR'S SOLE RESPONSIBILITY AND NONE OF FRANCHISOR'S AGENTS, REPRESENTATIVES, NOR ANY INDIVIDUALS ASSOCIATED WITH FRANCHISOR SHALL BE PERSONALLY LIABLE TO FRANCHISEE FOR ANY REASON.
Source: Item 23 — RECEIPTS (FDD pages 79–265)
What This Means (2025 FDD)
According to the 2025 FDD, several obligations of a Bft franchisee survive the termination or expiration of the Franchise Agreement. These include the obligation to cease operating the studio, removing all signs and materials that link the franchisee to Bft, and stopping all advertising efforts that suggest the franchisee is still authorized. The franchisee must also cancel any assumed names containing Bft's marks and provide evidence of compliance to Bft.
Additionally, the franchisee must refrain from using any reproductions or imitations of Bft's marks and pay all outstanding amounts owed to Bft and its approved suppliers. The franchisee must also adhere to the non-competition and non-solicitation covenants outlined in the agreement. These covenants restrict the franchisee from engaging in competing businesses or soliciting customers or suppliers of Bft for a specified period after the agreement's termination.
Specifically, for two years after termination, the franchisee cannot be involved with any business that competes with Bft by offering franchises or establishing joint ventures in locations where Bft has offered or sold franchises. They are also prohibited from owning or being involved with any competing business within a 10-mile radius of the authorized location or any other Bft studio. The FDD specifies that termination or expiration of the agreement does not affect any claims, rights, causes of action, or remedies that Bft may have against the franchisee, whether these arise before or after termination. Several sections of the agreement, including those related to information security, indemnification, confidential information, non-competition, non-solicitation, dispute resolution, and other miscellaneous provisions, also survive the termination or expiration of the agreement.