What is required for a modification to the Body Brain Center SSA to be valid?
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, any modification to the Software Service Agreement (SSA) must be in writing and signed by both parties to be considered valid. This requirement is also influenced by state laws, suggesting that modifications should also comply with the legal requirements of the specific state where the franchise operates.
This stipulation ensures that all changes to the SSA are formally documented and agreed upon by both Body Brain Center and the franchisee, preventing potential misunderstandings or disputes. The reference to state laws indicates that the enforceability and interpretation of these modifications can vary depending on the jurisdiction. Franchisees should be aware of the specific legal requirements in their state regarding contract modifications.
This requirement is a standard practice in franchising, as it provides a clear and unambiguous record of any changes made to the original agreement. It protects both the franchisor and the franchisee by ensuring that all modifications are made with mutual consent and are legally sound. Prospective Body Brain Center franchisees should carefully review any proposed modifications to the SSA and seek legal counsel to ensure they understand the implications of these changes under applicable state law.