What must a Body Brain Center franchisee comply with regarding the use of Intellectual Property?
Body_Brain_Center Franchise · 2025 FDDAnswer from 2025 FDD Document
or inspection, including without limitation, reasonable accounting and attorneys' fees and travel and lodging expenses that we or our representatives incur. The $2,500 fee and audit cost reimbursements will be due ten (10) days after invoicing.
17. INTELLECTUAL PROPERTY
- 17.1 Ownership and Use of Intellectual Property. You acknowledge that: (i) we are the sole and exclusive owner of the Intellectual Property and the goodwill associated with the Marks; (ii) your right to use the Intellectual Property is derived solely from this Agreement; and (iii) your right to use the Intellectual Property is limited to a license granted by us to operate your Center during the Term pursuant to, and only in compliance with, this Agreement, the Manual, and all applicable standards, specifications and operating procedures that we prescribe from time to time. You may not use any of the Intellectual Property in connection with the sale of any unauthorized product or service or in any other manner not expressly authorized by us. Any unauthorized use of the Intellectual Property constitutes an infringement of our rights. You agree to comply with all provisions of the Manual governing your use of the Intellectual Property. This Agreement does not confer to you any goodwill, title or interest in any of the Intellectual Property.
- 17.2 Data and Customer Accounts. We will own all data pertaining to the services offered by you under your Business. We may utilize such data to evaluate and improve our services, protocols and processes or for any other purpose. We may provide or sell non-personally identifiable data to third parties in our discretion. We will also own all customer files, accounts and contracts, all of which shall be assigned to us (upon our request) following the expiration, termination or Transfer of this Agreement. In addition, you agree that if one of your members switches their membership or customer agreement to another Body & Brain franchisee or company-owned business, we may transfer the account and all data pertaining to that member to the Body & Brain franchisee or company-owned business to which the membership or customer agreement was transferred.
- 17.3 Changes to Intellectual Property. We have the right to modify the Intellectual Property at any time in our sole and absolute discretion, including by changing the Marks, the System, the Copyrights or the Know-how. If we modify or discontinue use of any of the Intellectual Property, then you must comply with any such instructions by us within 30 days at your cost. You waive all claims arising from or relating to any change, modification, substitution or discontinuation of the Intellectual Property. We will not be liable to you for any expenses, losses or damages that you incur (including the loss of any goodwill associated with a Mark) because of any addition, modification, substitution or discontinuation of the Intellectual Property.
- 17.4 Use of Marks. You agree to use the Marks as the sole identification of your Center; provided, however that you must identify yourself as the independent owner of your Center in the manner that we prescribe. You may not use any Marks in any modified form or as part of any corporate or trade name or with any prefix, suffix, or other modifying words, terms, designs or symbols (other than logos licensed to you by this Agreement). You agree to: (i) prominently display the Marks on or in connection with any media advertising, promotional materials, posters and displays, receipts, stationery and forms that we designate and in the manner that we prescribe to give notice of trade and service mark registrations and copyrights; and (ii) obtain any fictitious or assumed name registrations required under applicable law. You may not use the Marks in signing any contract, lease, mortgage, check, purchase agreement, negotiable
instrument or other legal obligation or in any manner that is likely to confuse or result in liability to us for any indebtedness or obligation of yours.
- 17.5 Use of Know-how.
Source: Item 23 — RECEIPT (FDD pages 43–178)
What This Means (2025 FDD)
According to the 2025 Body Brain Center Franchise Disclosure Document, franchisees must acknowledge that Body Brain Center owns all Intellectual Property, and their right to use it comes solely from the Franchise Agreement. This right is limited to operating their center during the term of the agreement and in compliance with the agreement, the manual, and all prescribed standards and procedures. Franchisees cannot use the Intellectual Property for unauthorized products or services or in any way not expressly allowed by Body Brain Center. Unauthorized use of the Intellectual Property is considered an infringement of Body Brain Center's rights. Franchisees must also comply with all manual provisions governing the use of Intellectual Property. The agreement does not grant the franchisee any goodwill, title, or interest in the Intellectual Property.
Body Brain Center retains the right to modify the Intellectual Property at any time, including changes to the Marks, System, Copyrights, or Know-how. Franchisees must comply with any instructions from Body Brain Center regarding these modifications within 30 days at their own cost. Franchisees must also notify Body Brain Center immediately of any apparent infringement or challenges to the use of their Intellectual Property. The franchisee cannot communicate with anyone other than Body Brain Center and its counsel regarding any infringement, challenge, or claim. Body Brain Center has the sole discretion to take action and control any litigation arising from such issues.
Furthermore, if a Body Brain Center franchisee develops any improvements or additions to the services, products, or methods of operation, they must disclose these improvements to Body Brain Center promptly and obtain approval before using them. Any approved improvements can be used by Body Brain Center and its authorized third parties without any obligation to pay royalties or fees to the franchisee. The franchisee must assign all rights to any such improvement to Body Brain Center or its designees without charge. In return, Body Brain Center will authorize the franchisee to use any improvements developed by Body Brain Center or other franchisees that are authorized for general use in connection with the operation of a Body & Brain business.
All employees, officers, directors, partners, members, independent contractors, and other persons associated with the franchisee who may have access to Body Brain Center's Know-how must sign and send Body Brain Center a Brand Protection Agreement before accessing the Know-how. The franchisee must ensure that these individuals comply with the terms of the Brand Protection Agreements and must immediately notify Body Brain Center of any breach that comes to their attention. The franchisee agrees to reimburse Body Brain Center for all reasonable expenses incurred in enforcing a Brand Protection Agreement, including reasonable attorneys' fees and court costs.