Which provisions of the Body Brain Center franchise agreement survive termination, expiration, or transfer?
Body_Brain_Center Franchise · 2025 FDDAnswer from 2025 FDD Document
- 24.11 Survival.
All provisions that expressly or by their nature survive the termination, expiration or Transfer of this Agreement (or the Transfer of an ownership interest in the franchise) shall continue in full force and effect subsequent to and notwithstanding its termination, expiration or Transfer and until they are satisfied in full or by their nature expire, including, without limitations, Section 13, Section 14, Section 16, Section 18, Section 21, Section 22 and Section 24.
- (iii) comply with all covenants described in Section 14 that apply after the expiration, termination or Transfer of this Agreement or the disposal of an ownership interest by an Owner;
- (iv) return all copies of the Manual, or any portions thereof, as well as all signs, sign faces, brochures, advertising and promotional materials, forms, and any other materials bearing or containing any of the Marks, Copyrights or other identification relating to a Body & Brain Center, unless we allow you to transfer such items to an approved transferee;
- (v) take such action as may be required to cancel all fictitious or assumed names or equivalent registrations relating to your use of any of the Marks;
- (vi) provide us with a list of all of your current, former and prospective customers;
- (vii) assign all customer contracts and information to us (unless we allow you to transfer those contracts to an approved transferee);
- (viii) follow all policies we specify for a period of up to one (1) year after the termination or expiration date to address customer related issues, including transfer of memberships or customer agreements and issuance of refunds (you will be responsible for all requested refunds);
- (ix) make such modifications and alterations to the premises that are necessary or that we require to prevent any association between us or the System and any business subsequently operated by you or any third party at the premises; provided, however, that this subsection shall not apply if your franchise is transferred to an approved transferee;
- (x) notify all telephone companies, listing agencies and domain name registration companies (collectively, the "Agencies") of the termination or expiration of your right to use: (a) the telephone numbers and/or domain names, if applicable, related to the operation of your Center; and (b) any regular, classified or other telephone directory listings associated with the Marks (you hereby authorize the Agencies to transfer such telephone numbers, domain names and listings to us and you authorize us, and appoint us and any officer we designate as your attorney-in-fact to direct the Agencies to transfer the telephone numbers, domain names and listings to us if you fail or refuse to do so); and
- (xi) provide us with satisfactory evidence of your compliance with the above obligations within 30 days after the effective date of the termination, expiration or Transfer of this Agreement.
Source: Item 23 — RECEIPT (FDD pages 43–178)
What This Means (2025 FDD)
According to the 2025 Body Brain Center Franchise Disclosure Document, several sections of the franchise agreement continue to be in effect even after the agreement is terminated, expires, or is transferred. Specifically, Sections 13, 14, 16, 18, 21, 22, and 24 survive such events. These sections likely cover critical aspects such as intellectual property, confidentiality, non-compete obligations, and dispute resolution, ensuring that both Body Brain Center and the franchisee are protected even after the franchise relationship ends.
In addition to the survival of specific sections, franchisees must also adhere to certain obligations upon termination, expiration, or transfer. These include paying all outstanding amounts owed to Body Brain Center, complying with specific covenants outlined in Section 14, returning all copies of the operations manual and materials bearing Body Brain Center's trademarks, canceling any assumed names related to the use of Body Brain Center's marks, providing a list of current, former, and prospective customers, and assigning all customer contracts and information to Body Brain Center (unless a transfer is approved).
Furthermore, Body Brain Center franchisees must follow all policies specified by the franchisor for up to one year after termination or expiration to address customer-related issues, including membership transfers and refunds, for which the franchisee remains responsible. Franchisees are also required to modify the premises to prevent any association with Body Brain Center, unless the franchise is transferred to an approved party. They must also notify all relevant agencies, such as telephone companies and domain name registrars, about the termination of their right to use related telephone numbers, domain names, and directory listings, authorizing the transfer of these assets to Body Brain Center.
These comprehensive post-termination obligations and the survival of key sections in the franchise agreement are designed to protect Body Brain Center's brand, customer relationships, and proprietary information. Prospective franchisees should carefully review these sections to understand their responsibilities and potential liabilities even after the franchise term concludes.