Who is bound by the provisions of the Body Brain Center Release?
Body_Brain_Center Franchise · 2025 FDDAnswer from 2025 FDD Document
This Waiver and Release of Claims (the "Release") is entered into as of , 20 , a(n) ("Franchisee"), and each individual holding an ownership interest in (collectively with Franchisee, "Releasor") in favor of Body and Brain Center, LLC, an Arizona limited liability company ("Franchisor," and together with Releasor, the "Parties").
WHEREAS, and have entered into a Franchise Agreement (the "Agreement") pursuant to which was granted the right to own and operate a Body & Brain Center; WHEREAS, has notified of its desire to transfer the Agreement and all [enter into a successor rights related thereto, or an ownership interest in Franchisee, to a transferee, franchise agreement] [agreed to enter into a successor and has consented to the transfer franchise agreement]; and WHEREAS, [Franchisee's ability to enter as a condition to Franchisor's consent to the transfer into a successor franchise agreement], Releasor has agreed to sign this Release upon the terms and conditions stated below.
NOW, THEREFORE, in consideration of Franchisor's consent to the transfer [Franchisor entering into a successor franchise agreement], and for other good and valuable consideration, the sufficiency and receipt of which are acknowledged, and intending to be legally bound, Releasor agrees as follows: 1.
Representations and Warranties.
Releasor represents and warrants that it is duly authorized to enter into this Release and to perform the terms and obligations contained in this Release, and has not assigned, transferred or conveyed, either voluntarily or operation of law, any of its rights or claims against or any of the rights, claims or obligations being terminated and released hereunder. [] represents and warrants that he/she is duly authorized to enter into and sign this Release for Franchisee.
Source: Item 23 — RECEIPT (FDD pages 43–178)
What This Means (2025 FDD)
According to Body Brain Center's 2025 Franchise Disclosure Document, the Waiver and Release of Claims (the "Release") is entered into by the "Franchisee", and each individual holding an ownership interest in (collectively with Franchisee, "Releasor") in favor of Body and Brain Center, LLC, an Arizona limited liability company ("Franchisor," and together with Releasor, the "Parties").
This means that both the franchisee and any individuals holding an ownership interest in the franchise are bound by the terms of the Release. The Release is in favor of Body and Brain Center, LLC, which is identified as the Franchisor. The document indicates that the agreement is made when a franchisee desires to transfer the agreement or an ownership interest to a transferee, or enter into a successor franchise agreement, and the franchisor consents to the transfer or successor agreement.
In practical terms, this implies that if a franchisee wishes to transfer their franchise or its ownership, they, along with anyone holding an ownership stake, must sign this release to protect Body Brain Center from potential future claims. This is a condition for Body Brain Center's approval of the transfer or successor agreement. The Releasor warrants they are authorized to enter the release and have not assigned any rights or claims against the rights being released.