What information concerning the transfer and transferee can Body20 reasonably require?
Body20 Franchise · 2025 FDDAnswer from 2025 FDD Document
er. Accordingly, neither you nor any of the Owners or any successors to any part of your interest in this Agreement or the License may make any Transfer or permit any Transfer to occur without obtaining our prior written consent, except as provided in Section 13.7 (Permitted Transfers). Any purported Transfer, without our prior written consent, will be null and void and will constitute an Event of Default (as herein defined), for which we may terminate this Agreement without opportunity to cure.
(b) Obtaining Consent. If you or any of your Owners desire to make a Transfer, you must promptly provide us with advance written notice and must submit a copy of all proposed contracts and other information concerning the Transfer and transferee that we reasonably require. We have the right to communicate with both you, your counsel, and the proposed transferee on any aspect of a proposed Transfer. No Transfer that requires our consent may be completed until at least 60 days after we receive written notice of the proposed Transfer. We have sole and absolute discretion to withhold our consent, except as otherwise provided in Sections 13.6 (Transfer to an Entity), 13.7 (Permitted Transfers), and 13.8 (Transfer Upon Death, Incapacity, or Bankruptcy), and we may condition our consent on compliance with any conditions that we specify. If your Studio is not open and operating, we will not consent to your Transfer of this Agreement, and we are under no obligation to do so. Our consent to a Transfer does not constitute a waiver of any claims that we have against the transferor, nor is it a waiver of our right to demand exact compliance with the terms of this Agreement.
13.4 Control Transfer. For a proposed Control Transfer, in addition to any other conditions that we reasonably specify, the following conditions apply (unless waived by us):
- (a) You or your transferee must pay us the Transfer Fee;
(b) All of your accrued monetary obligations and all other outstanding obligations to us, our Affiliates, and approved suppliers shall be up to date, fully paid, and satisfied;
(c) You and your Affiliates must not be in default if any provision of this Agreement and any Related Agreements as of (i) the date of the request for our approval of the Transfer (or you must make arrangements satisfactorily to us to come into compliance by the date of the Transfer) and (ii) the date of the Transfer;
(d) You and your Owners must execute a general release, in a form that we prescribe, of any and all claims (to the extent permitted by Applicable Laws) against us, our Affiliates, and our and our Affiliates' past, present, and future officers, directors, mangers, members, equity holders, agents, and employees, including claims arising under Applicable Laws;
(e) You and your Owners must agree to remain liable for all of the obligations to us in connection with the Studio arising before the effective date of the Transfer and execute any and all instruments that we reasonably request to evidence such liability;
(f) You and your Owners must continue to be bound by the provisions of Sections 9 (Intellectual Property), 10 (Proprietary Information), 11 (Indemnification), and 12 (Noncompete Covenants) as if they were the Franchisee and this Agreement had expired or terminated as of the effective date of the Transfer;
(g) You must provide us with written notice from your landlord indicating that your landlord has agreed to transfer the Site Lease to your transferee;
(h) Your proposed transferee (or, if the transferee is not an individual, all owners of any legal or beneficial interest in the transferee) must demonstrate to our satisfaction that such transferee meets all of our then-current qualifications to become a franchisee, including not having any involvement with a Competitive Business. If the transferee or its Affiliates already own a Studio, the transferee and its Affiliates must not be in default under any of their agreements with us or our Affiliates, must have a good record of customer service and compliance with our System Standards, and must, in our sole opinion, have sufficient financial and operational capacity to operate additional Studios;
(i) Your proposed transferee and their representatives must successfully complete our then-current training requirements at their expense;
(j) Your proposed transferee (and, if the transferee is not an individual, such owners of a legal or beneficial interest in the transferee as we may request) must (i) enter into a written assignment, in a form satisfactory to us, assuming and agreeing to discharge and guarantee all of your obligations under this Agreement and (ii) must execute our then-current form of personal guarantee;
Source: Item 23 — RECEIPT (FDD pages 74–251)
What This Means (2025 FDD)
According to Body20's 2025 Franchise Disclosure Document, if a franchisee desires to transfer their franchise, they must provide Body20 with advance written notice and submit copies of all proposed contracts and any other information about the transfer and the proposed transferee that Body20 reasonably requires. Body20 retains the right to communicate with the franchisee, their counsel, and the proposed transferee regarding any aspect of the proposed transfer. No transfer requiring Body20's consent can be completed until at least 60 days after Body20 receives written notice.
For a transfer that results in a change of control, Body20 may specify additional conditions, including payment of a transfer fee, ensuring all financial obligations to Body20, its affiliates, and approved suppliers are current, and that neither the franchisee nor its affiliates are in default of any agreement. The franchisee and owners must also execute a general release of claims against Body20 and remain liable for obligations arising before the transfer. Furthermore, they must continue to adhere to intellectual property, proprietary information, indemnification, and noncompete covenants as if the agreement were still in effect. The franchisee must also provide written notice from their landlord agreeing to transfer the site lease to the new transferee.
The proposed transferee must meet Body20's qualifications for new franchisees, including not being involved with a competitive business. The transferee must complete Body20's training, enter into a written assignment assuming the franchisee's obligations, execute Body20's current form of personal guarantee, and sign Body20's current franchise agreement for new franchisees. The transferee is also responsible for modernizing the studio to meet Body20's current system standards and must agree to operate the studio under Body20's marks and system. Body20 must also determine that the purchase price and payment terms will not negatively impact the studio's operation. Finally, all parties involved must execute a consent to transfer agreement outlining the conditions for Body20's consent.