How does the Body Brain Center FDD define 'Improvements'?
Body_Brain_Center Franchise · 2025 FDDAnswer from 2025 FDD Document
If you conceive of or develop any improvements or additions to the services or products offered by, or the method of operation of, a Body & Brain Center or Body & Brain home-based franchise, or any advertising or promotional ideas related to such business (collectively, "Improvements"), you agree to promptly and fully disclose the Improvements to us without disclosing the Improvements to others.
You must obtain our approval prior to using any such Improvements.
Any such Improvement approved by us may be used by us and any third parties that we authorize to operate a Body & Brain franchise, without any obligation to you royalties or other fees.
You must assign to us or our designees, without charge, all rights to any such Improvement, including the right to grant sublicenses.
In return, we will authorize you to use any Improvements that we or other franchisees develop that we authorize for general use in connection with the operation of a Body & Brain business.
Source: Item 23 — RECEIPT (FDD pages 43–178)
What This Means (2025 FDD)
According to Body Brain Center's 2025 Franchise Disclosure Document, 'Improvements' are defined in two separate places within the agreement. Attachment A does not contain a definition of 'Improvements'. However, the term 'Improvements' is defined in Section 17.6 of the franchise agreement and within the Brand Protection Agreement attached as Attachment E. These definitions outline the franchisee's responsibilities regarding any new ideas or developments related to the Body & Brain Center business.
Specifically, Section 17.6 states that if a franchisee develops any improvements or additions to the services, products, or operational methods of a Body & Brain Center, or any related advertising or promotional ideas, they must promptly disclose these 'Improvements' to Body Brain Center without sharing them with others. The franchisee needs to obtain Body Brain Center's approval before using any such improvements. If Body Brain Center approves an improvement, it can be used by Body Brain Center and any authorized third parties without any obligation to pay royalties or fees to the franchisee who developed it. Furthermore, the franchisee must assign all rights to the improvement to Body Brain Center or its designees, including the right to grant sublicenses, without charge. In return, the franchisee is authorized to use any improvements developed by Body Brain Center or other franchisees that Body Brain Center approves for general use.
The Brand Protection Agreement defines 'Improvements' as any additions, modifications, or improvements to (i) the goods or services offered by a Body & Brain business; (ii) the method of operation of a Body & Brain Center; or (iii) any marketing or promotional ideas relating to a Body & Brain Center, whether developed by you, Franchisee or any other person. This definition is relevant to the Brand Protection Agreement, which a franchisee, as an employee, director, officer, member, partner, or independent contractor, enters into with Body Brain Center, LLC.