Can Body Brain Center and BR Consulting amend the License Agreement at any time?
Body_Brain_Center Franchise · 2025 FDDAnswer from 2025 FDD Document
On February 1, 2016, we entered into a Second Amended and Restated License Agreement (the "License Agreement") with BR Consulting. Under the terms of the License Agreement, BR Consulting granted us the right to use the Marks in the Body & Brain System and to sublicense the Marks to our franchisees. The term of the License Agreement automatically renews annually, unless it is terminated in accordance with its terms or unless either party provides notice that it does not intend to renew. BR Consulting is permitted to terminate the Trademark License Agreement only if we declare bankruptcy or become insolvent or if we commit a default under the License Agreement and fail to cure within the required period of time. We are obligated to pay a portion of all initial franchise fees and royalty fees that we receive to BR Consulting. If the License Agreement is terminated, the agreement states that all sublicenses granted by us to our franchisees will continue in full force and effect until the expiration or termination of the applicable franchise agreement. We and BR Consulting may amend the License Agreement at any time.
Source: Item 13 — TRADEMARKS (FDD pages 32–33)
What This Means (2025 FDD)
According to Body Brain Center's 2025 Franchise Disclosure Document, Body Brain Center and BR Consulting have the ability to modify their License Agreement at any point in time. The License Agreement between Body Brain Center and BR Consulting grants Body Brain Center the right to use specific marks within the Body & Brain system and to sublicense these marks to its franchisees. This agreement automatically renews annually unless terminated or if either party provides notice of non-renewal.
BR Consulting can only terminate the Trademark License Agreement if Body Brain Center declares bankruptcy, becomes insolvent, or defaults on the agreement without rectifying the situation within the given timeframe. As part of the agreement, Body Brain Center is obligated to remit a portion of the initial franchise fees and royalty fees received to BR Consulting. Importantly, if the License Agreement is terminated, the sublicenses granted to Body Brain Center franchisees will remain effective until the expiration or termination of their respective franchise agreements.
This arrangement provides a level of assurance for franchisees, as their rights to use the trademarks are protected even if the overarching License Agreement between Body Brain Center and BR Consulting is terminated. However, the ability of Body Brain Center and BR Consulting to amend the License Agreement at any time introduces a degree of uncertainty. While the continuation of sublicenses is guaranteed, changes to the agreement could potentially affect the fees Body Brain Center pays to BR Consulting, which might indirectly impact franchisees.