Does the Body Brain Center agreement allow for unilateral waivers?
Body_Brain_Center Franchise · 2025 FDDAnswer from 2025 FDD Document
- 24.4 Waivers.
We and you may by written instrument unilaterally waive or reduce any obligation of or restriction upon the other.
Any waiver granted by us shall be without prejudice to any other rights we may have.
We and you shall not be deemed to have waived or impaired any right, power or option reserved by this Agreement (including the right to demand exact compliance with every term, condition and covenant in this Agreement or to declare any breach of this Agreement to be a default and to terminate the franchise before the expiration of its term) by virtue of: (i) any custom or practice of the parties at variance with the terms of this Agreement; (ii) any failure, refusal or neglect of us or you to exercise any right under this Agreement or to insist upon exact compliance by the other with its obligations under this Agreement, including any mandatory specification, standard, or operating procedure; (iii) any waiver, forbearance, delay, failure or omission by us to exercise any right, power or option, whether of the same, similar or different nature, relating to other Body & Brain franchisees; or (iv) the acceptance by us of any payments due from you after breach of this Agreement.
Source: Item 23 — RECEIPT (FDD pages 43–178)
What This Means (2025 FDD)
According to the 2025 Body Brain Center Franchise Disclosure Document, the franchise agreement allows both Body Brain Center and the franchisee to unilaterally waive obligations or restrictions in writing. This means that either party can choose to give up certain rights or ease certain requirements outlined in the agreement without needing the other party's consent, as long as it's documented in writing.
This provision offers flexibility in the franchise relationship. For instance, Body Brain Center might waive a specific marketing requirement for a franchisee facing unique local challenges. Conversely, a franchisee might waive a right to receive certain support services from Body Brain Center if they prefer to operate more independently.
However, the FDD also states that any waiver granted by Body Brain Center does not negatively impact any other rights they may have. Furthermore, neither party is considered to have waived any right if they fail to enforce strict compliance with the agreement, accept payments after a breach, or due to any custom or practice that varies from the agreement's terms. This ensures that past leniency does not prevent either party from enforcing the agreement's full terms in the future.
This type of clause is relatively common in franchise agreements, as it allows for adjustments and accommodations while preserving the overall integrity of the contract. Prospective Body Brain Center franchisees should understand the implications of this clause and seek legal counsel to fully grasp their rights and obligations.