How can the Body Brain Center Franchise Agreement be modified?
Body_Brain_Center Franchise · 2025 FDDAnswer from 2025 FDD Document
| THE FRANCHISE RELATIONSHIP | ||
|---|---|---|
| PROVISION | SUMMARY | |
| m. Conditions for our approval of transfer | Section 19.2 | Transferee must meet our qualifications, successfully complete the initial training program (and pay initial training fee), obtain all required licenses and permits, and sign a new franchise agreement for the remainder of the term. You must be compliant with your Franchise Agreement, assign your lease if applicable, pay us the transfer fee and sign a general release and subordination agreement. We must notify you that we do not intend to exercise our right of first refusal. |
| SSA: Section 10.3 | Must obtain BBYHC’s approval in writing. | |
| n. Our right of first refusal to acquire your business | Section 19.5 | We have the right to match any bona fide, arms-length offer for your business. |
| SSA: Not Applicable | Not Applicable | |
| o. Our option to | Section 21.2 | We have the option to purchase your Business or certain of |
| purchase your | your assets on the expiration or termination of the Franchise | |
| business | Agreement. | |
| SSA: Not Applicable | Not Applicable | |
| p. Your death or | Section 19.4 | Within 6 months, franchise must be assigned by estate to an |
| disability | assignee in compliance with conditions for other transfers. | |
| SSA: Not Applicable | Not Applicable | |
| q. Non-competition covenants during the term of the franchise | Section 14.2 & 14.3 | No involvement in competing business; comply with non- solicitation and non-disclosure covenants. |
| SSA: Section 4.4 | May not reverse engineer, decompile, reproduce, publish, sell, sublicense, transfer, rent or distribute the software. | |
| r. Non-competition covenants after the franchise is terminated or expires | Section 14.4 [See also Section 5 of Training Agreement] | No involvement for 2 years in competing business within 15 miles of any Body & Brain Center or Dahn Yoga Center; comply with non-solicitation and non-disclosure covenants; cease use of know-how and trade secrets. If you sign a Training Agreement but do not sign a Franchise Agreement, you will be subject to similar obligations under Section 5 of the Training Agreement. |
| SSA: Section 4.4 | May not reverse engineer, decompile, reproduce, publish, sell, sublicense, transfer, rent or distribute the software. | |
| s. Modification of the | Section 24.8 | Requires writing signed by both parties. Other modifications |
| agreement | primarily to comply with various states laws. | |
| SSA: Section 10.7 | Requires writing signed by both parties. Other modifications primarily to comply with various states laws. |
Source: Item 17 — RENEWAL**, TERMINATION, TRANSFER, **AND DISPUTE RESOLUTION (FDD pages 34–38)
What This Means (2025 FDD)
According to the 2025 Body Brain Center Franchise Disclosure Document, modifications to the Franchise Agreement require a written agreement signed by both parties. This requirement ensures that any changes to the original agreement are formally documented and agreed upon by both Body Brain Center and the franchisee, preventing misunderstandings or disputes over alleged verbal agreements. The FDD also notes that other modifications are primarily to comply with various state laws.
This stipulation is typical in franchise agreements, as it protects both the franchisor and franchisee by providing a clear record of any agreed-upon changes. It prevents either party from later claiming that modifications were made without proper authorization or documentation. For a prospective franchisee, this means that any desired changes to the Franchise Agreement must be negotiated and formalized in writing to be considered valid.
Additionally, the Software Service Agreement (SSA) also requires a written agreement signed by both parties for modifications, primarily to comply with various state laws. This reinforces the importance of written documentation for any changes to related agreements, ensuring consistency and legal enforceability. Prospective franchisees should be aware that any verbal promises or representations made outside of the formal agreements may not be enforceable, as stated in the integration/merger clause.