What is the purpose of the Brand Protection Agreement (Attachment E) in the Body Brain Center Franchise Agreement?
Body_Brain_Center Franchise · 2025 FDDAnswer from 2025 FDD Document
You must ensure that all of your employees, officers, directors, partners, members, independent contractors and other persons associated with you or your Business who may have access to our Know-how sign and send us a Brand Protection Agreement before having access to our Know-how.
You must use your best efforts to ensure that these individuals comply with the terms of the Brand Protection Agreements and you must immediately notify us of any breach that comes to your attention.
You agree to reimburse us for all reasonable expenses that we incur in enforcing a Brand Protection Agreement, including reasonable attorneys' fees and court costs.
Source: Item 23 — RECEIPT (FDD pages 43–178)
What This Means (2025 FDD)
According to the 2025 Body Brain Center Franchise Disclosure Document, the Brand Protection Agreement, included as Attachment E to the franchise agreement, is designed to protect Body Brain Center's brand, intellectual property, and confidential information. This agreement is signed by franchisees, their employees, officers, directors, partners, members, independent contractors, and other associated individuals who may have access to Body Brain Center's Know-how. The Brand Protection Agreement aims to prevent unauthorized use or disclosure of the franchisor's proprietary information and maintain the integrity of the Body Brain Center brand.
The agreement defines key terms such as "Competitive Business," which includes businesses competitive with Body Brain Center that offer brain-based education, Yoga, Taichi, or Qi-Gong. It also defines "Copyrights," "Franchisee," "Improvements," "Intellectual Property," and "Know-how," which encompasses trade secrets and proprietary information related to the operation of a Body & Brain Center. By signing the Brand Protection Agreement, individuals associated with the franchisee agree to protect this Intellectual Property.
Body Brain Center requires franchisees to ensure that anyone with access to their Know-how signs and adheres to the Brand Protection Agreement. Franchisees are responsible for enforcing these agreements and must notify Body Brain Center of any breaches. The FDD states that franchisees agree to reimburse Body Brain Center for all reasonable expenses incurred in enforcing a Brand Protection Agreement, including attorney's fees and court costs. This highlights the importance Body Brain Center places on safeguarding its brand and proprietary information.
The franchise agreement states that the terms within it are reasonable in both time and scope of geographic area. It also states that the enforcement of similar covenants among Body Brain Center franchisees benefits each franchisee by preventing unfair competition. Franchisees waive any right to challenge Section 14 of the agreement as overly broad, unreasonable, or otherwise unenforceable. The agreement also states that failure to comply with the terms of Section 14 will cause substantial and irreparable damage to Body Brain Center and/or other Body & Brain franchisees for which there is no adequate remedy at law.