What non-competition covenants are Body Brain Center franchisees subject to during the term of the franchise?
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. |
Source: Item 17 — RENEWAL**, TERMINATION, TRANSFER, **AND DISPUTE RESOLUTION (FDD pages 34–38)
What This Means (2025 FDD)
According to Body Brain Center's 2025 Franchise Disclosure Document, franchisees are subject to certain non-competition covenants during the term of the franchise agreement. Specifically, franchisees must not be involved in any competing business and must comply with non-solicitation and non-disclosure covenants as detailed in Sections 14.2 and 14.3 of the Franchise Agreement. Additionally, under Section 4.4 of the Software Service Agreement (SSA), franchisees are prohibited from reverse engineering, decompiling, reproducing, publishing, selling, sublicensing, transferring, renting, or distributing the software.
These restrictions mean that while operating a Body Brain Center franchise, a franchisee cannot simultaneously own or work for a competing business, nor can they solicit Body Brain Center's customers or disclose confidential information. The software restrictions further protect Body Brain Center's proprietary technology and prevent franchisees from creating competing products or services using the franchisor's software.
It is important for prospective franchisees to carefully review Sections 14.2, 14.3, and 4.4 of the Franchise Agreement and Software Service Agreement to fully understand the scope and limitations of these non-competition covenants. Understanding these restrictions is crucial for franchisees to avoid potential breaches of contract and legal issues during their franchise term. Franchisees should seek legal counsel to clarify any ambiguities or concerns regarding these covenants before signing the franchise agreement.