Can Bft open and operate Studios utilizing the Marks and System outside the Development Area?
Bft Franchise · 2025 FDDAnswer from 2025 FDD Document
For the avoidance of doubt, Franchisor reserves for itself and its affiliates all rights not expressly granted to Developer in this Agreement and the right to do all things that Franchisor does not expressly agree in this Agreement not to do, in each case, without regard to proximity to the Development Area and without any compensation to Developer, and on such terms and conditions as Franchisor deems appropriate. Without limitation, Franchisor and its affiliates may, themselves or through authorized third parties (and Developer is not granted the right to): (a) open and operate, and license third parties the right to open or operate, Studios utilizing the Marks and System outside the Development Area; (b) market, offer and sell products and services similar to those offered by Studios (such as private label products that Franchisor may develop and training programs) under a different trademark or trademarks at any location, both within or outside the Development Area; (c) use the Marks and other aspects of the System, as well as any other marks Franchisor may designate, to distribute products and services through alternate channels of distribution, including without limitation, via the Internet and other e-commerce channels, catalog sales, direct mail or wholesale, anywhere either within or outside the Development Area; (d) acquire, or be acquired by, or merge with, any company, including a company operating or licensing one or more businesses offering products or services similar to those offered by any Studio located within or outside the Development Area, and subsequently operate (or license a third-party the right to operate) these businesses and allow them to incorporate certain elements of the System (excluding the Marks and Trade Dress) regardless of location; (e) develop 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
Source: Item 17 — RENEWAL, TERMINATION, TRANSFER AND DISPUTE RESOLUTION (FDD pages 57–66)
What This Means (2025 FDD)
According to the 2025 Bft Franchise Disclosure Document, Bft retains the right to operate studios utilizing the Marks and System outside the Development Area. Bft maintains all rights not expressly granted to the developer in the agreement, including the right to operate studios and license others to do so outside the Development Area. This can be done without providing any compensation to the developer and under terms and conditions that Bft deems appropriate.
Specifically, Bft can open and operate studios, or license others to do so, outside the Development Area. They can also market and sell similar products and services under different trademarks anywhere, including within the Development Area. Additionally, Bft can use the Marks and System to distribute products and services through various channels like the Internet, catalogs, or wholesale, both inside and outside the Development Area.
This reservation of rights means that a Bft developer's exclusivity is limited to the specific Development Area granted in the agreement, except for Non-Traditional Locations. Bft can pursue other business opportunities, including fitness concepts, and award franchises for locations anywhere, which could potentially include areas near the developer's territory. This is a common practice in franchising, allowing the franchisor to grow the brand through various channels and locations, but it also means the developer's territory is not entirely protected from competition from the franchisor itself.