When does the Body20 guarantee terminate?
Body20 Franchise · 2025 FDDAnswer from 2025 FDD Document
This Guarantee will be effective regardless of the insolvency of Franchisee by operation of law, any reorganization, merger, or consolidation of Franchisee, or any change in the ownership of Franchisee.
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- Term. This Guarantee will be irrevocable, absolute, and unconditional and will remain in full force and effect as to each of the Guarantors until the later of the date when (i) all Guaranteed Liabilities of Franchisee to Franchisor and its Affiliates have been paid and satisfied in full or (ii) the Development Agreement and all obligations of Franchisee under such agreement expire.
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- Waivers by Guarantors. The Guarantors each further waive presentment, demand, notice of dishonor, protest, nonpayment and all other notices whatsoever, including, without limitation: (a) notice of acceptance hereof; (b) notice of all contracts and commitments; (c) notice of the existence or creation of any liabilities under the Development Agreement and of the amount and terms thereof; and (d) notice of all defaults, disputes, or controversies between Franchisee and Franchisor resulting from or arising out of the Development Agreement or otherwise, and any resulting settlements, compromises, or adjustments.
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- No Waiver. No delay or failure on Franchisor's part in the exercise of any right or remedy will operate as a waiver thereof, and no single or partial exercise by Franchisor of any right or remedy will preclude other further exercise of such right or any other right or remedy.
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- Successors and Assigns. This Guarantee shall be enforceable by and against the respective administrators, executors, heirs, successors, and assigns of the Guarantors.
The death of any Guarantor shall not terminate the liability of such Guarantor or limit the liability of the other Guarantors under this Guarantee.
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- Nondisclosure Covenant. Each of the Guarantors agrees to personally comply with, and personally be liable for the breach of, all of the provisions of Section 10 (Proprietary Information) of the Initial Franchise Agreement, including those related to the nondisclosure and protection of Proprietary Information, as though each such Guarantor were the "Franchisee" named in the Initial Franchise Agreement.
Source: Item 23 — RECEIPT (FDD pages 74–251)
What This Means (2025 FDD)
According to Body20's 2025 Franchise Disclosure Document, the Payment and Performance Guarantee remains in effect until the later of two conditions: either all Guaranteed Liabilities of the Franchisee to Body20 and its affiliates have been fully paid and satisfied, or the Development Agreement and all obligations of the Franchisee under that agreement expire. This means the guarantee remains active as long as any financial obligations are outstanding or the Development Agreement is still in force.
This guarantee is irrevocable, absolute, and unconditional, meaning it cannot be canceled or altered, and it applies regardless of the financial status or any changes in the ownership of the franchisee. The guarantee remains effective even if the franchisee becomes insolvent, undergoes reorganization, merges with another entity, or experiences a change in ownership.
Furthermore, the death of any guarantor does not terminate their liability or limit the liability of other guarantors. Each guarantor also agrees to comply with the non-disclosure provisions outlined in the franchise agreement, as if they were the franchisee. This ensures that confidential information remains protected, and guarantors can be held liable for breaches of these provisions.
For a prospective Body20 franchisee, this signifies a substantial commitment from the guarantors, who are essentially vouching for the franchisee's financial and operational performance. Potential franchisees should carefully consider the implications of this guarantee and ensure that their guarantors fully understand their obligations and potential liabilities.