Does the Body20 Franchise Agreement, as referenced in Item 17, contain all the provisions related to the franchise relationship?
Body20 Franchise · 2025 FDDAnswer from 2025 FDD Document
L, TERMINATION, TRANSFER, AND DISPUTE RESOLUTION**
THE FRANCHISE RELATIONSHIP
The table below lists certain important provisions of the Franchise Agreement. You should read these provisions in the form of Franchise Agreement attached to this Disclosure Document as Exhibit A.
| Provision | Section in Franchise Agreement | Summary | |
|---|---|---|---|
| a. | Length of the franchise term | Sections 2.1 and 2.3 | Begins on the effective date of your Franchise Agreement and continues for 10 years from the date you open your Studio for business. If you continue operating after expiration, we may treat the term as extended on a month-to month basis until either we or you deliver notice ending that extension, in which case that interim period will terminate 30 days after the other party's receipt of the notice to terminate the interim period. |
| b. | Renewal or extension of the term | Section 2.2 | If you meet the conditions, you may obtain two additional consecutive successor terms of five years each. |
| c. | Requirements for franchisee to renew or extend | Section 2.2 | You have notified us of your intent to renew at least six months in advance but no more than 12 months in advance; you and your Owners (as applicable) have signed and returned to us the successor franchise agreement, owner's guaranty, and ancillary agreements (modified as we consider necessary to reflect changes that we consider appropriate for the successor term), which may have materially different terms and conditions than your original Franchise Agreement; you have refurbished or renovated the Studio to our then-current specifications; you and your Owners have executed a general release in favor of us and our affiliates; you have completed, and have had your Operating Principal and Designated Manager complete, our then-current training requirements; you have secured from your landlord the right to continue operating at the Site for the remainder of the successor term; you, your Owners, and your affiliates (the ("Franchisee Parties") have fully complied with the Franchise Agreement and all other agreements between any Franchisee Party and us, our affiliates, and/or our approved vendors related to the Studio or any other Studios (each, a "Related Agreement"); at the time you provide notice of your intent to enter into a successor term and at the expiration of the then-current term of the Franchise Agreement, the Franchisee Parties are in full compliance with all Related Agreements; and you have paid us the Successor Fee. |
| d. | Termination by franchisee | Section 14.3 | If we commit a material breach of the Franchise Agreement and we fail to cure the breach or take reasonable steps to begin curing the breach within 60 days after receiving notice from you, you may terminate the Franchise Agreement. |
| Provision | Section in Franchise Agreement | Summary | |
| ---- | ------------------------------------------- | -------------------------------------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |
| e. | Termination by us without cause | Not applicable | None. |
| f. | Termination by us with cause | Section 14.2 | We can terminate only if you default under the Franchise Agreement (see (g) and (h) below). While termination of the Development Agreement does not impact any then-effective franchise agreements, termination of a franchise agreement entitles us to terminate the |
| g. | "Cause" defined – curable defaults | Section 14.1 | Development Agreement. You have 10 days to cure the non-payment of any amounts owed to us or our affiliates or your failure to make sufficient funds available to us; 24 hours to cure non-compliance with any law, regulation or ordinance which results in a threat to the public's health or safety; and 30 days to cure a failure to comply with any other provision of the Franchise Agreement, except as described in (h) below. While termination of the Development Agreement does not impact any then-effective franchise agreements, termination of a franchise agreement entitles us to terminate the |
| h. | "Cause" defined – non-curable defaults | Section 14.1 | Development Agreement. You or any Owner make or have made any material misrepresentation to us; your Required Trainees fail to satisfactorily complete initial training at least 30 days before the earlier of the actual opening date or the Opening Deadline (or by such earlier deadline that we specify); you fail to secure a site by the Site Acquisition Deadline; you fail to open the Studio by the Opening Deadline; you fail to renovate the Studio and the Site in a timely manner; you fail to maintain possession of the Site and fail to enter into a lease for a new accepted site within 90 days after termination of the Site lease; you voluntarily suspend operations of the Studio for more than three days without our prior written consent; you fail to communicate with us; you fail to meet Minimum Sales Levels for two consecutive calendar years; you, your Operating Principal, your Designated Managers, or any of your representatives that we designate miss two or more required meetings; you, any Owner, or any of your officers or directors are convicted or plead nolo contendere to a crime involving moral turpitude or consumer fraud or any other crime or offense or engages in any activities that impairs the goodwill associated with the Marks; you or any Owner misuses the Marks, engages in any business under a name that is confusingly similar to any Mark, or otherwise materially impairs the goodwill associated with the Marks or our right in any of the Intellectual Property; you disclose Proprietary Information; |
Source: Item 17 — RENEWAL, TERMINATION, TRANSFER, AND DISPUTE RESOLUTION (FDD pages 56–64)
What This Means (2025 FDD)
According to Body20's 2025 Franchise Disclosure Document, Item 17 outlines key provisions within the Franchise Agreement, but it also clarifies that other documents and agreements may impact the franchise relationship. Specifically, the integration/merger clause in Section 17.1 of the Franchise Agreement states that only the terms within the Franchise Agreement are binding, subject to state law. However, it also notes that this does not disclaim representations made in the Franchise Disclosure Document itself. This means that while the Franchise Agreement is central, prospective franchisees should also carefully review the FDD for additional details and disclosures.
Item 17 summarizes various aspects of the franchise relationship, such as the length and renewal terms, conditions for renewal, termination rights for both the franchisee and Body20, transfer conditions, non-competition covenants, and dispute resolution processes. For instance, the franchise term lasts for 10 years from the studio opening date, with options for two additional five-year renewal terms if certain conditions are met. These conditions include providing advance notice, signing successor agreements, renovating the studio, completing training, and complying with all agreements.
Furthermore, Item 17 addresses non-competition covenants both during and after the franchise term. During the term, franchisees and their owners are restricted from engaging in any competitive business within the United States. After termination or expiration, these restrictions continue for two years within a 10-mile radius of the former studio. The agreement also specifies dispute resolution methods, favoring non-binding mediation followed by binding arbitration, with the exception of disputes related to intellectual property or payment obligations. Litigation, if necessary, will occur in the United States District Court where Body20 has its principal place of business, which is currently Newport Beach, California.
In summary, while the Body20 Franchise Agreement contains many essential provisions, prospective franchisees should understand that the FDD and related agreements also play a role in defining the overall franchise relationship. It is crucial to carefully review all documents and seek legal counsel to fully understand the rights and obligations involved.