What rights did BR Consulting grant to Body Brain Center under the License Agreement?
Body_Brain_Center Franchise · 2025 FDDAnswer from 2025 FDD Document
On February 1, 2016, we entered into a Second Amended and Restated License Agreement (the "License Agreement") with BR Consulting. Under the terms of the License Agreement, BR Consulting granted us the right to use the Marks in the Body & Brain System and to sublicense the Marks to our franchisees. The term of the License Agreement automatically renews annually, unless it is terminated in accordance with its terms or unless either party provides notice that it does not intend to renew. BR Consulting is permitted to terminate the Trademark License Agreement only if we declare bankruptcy or become insolvent or if we commit a default under the License Agreement and fail to cure within the required period of time. We are obligated to pay a portion of all initial franchise fees and royalty fees that we receive to BR Consulting. If the License Agreement is terminated, the agreement states that all sublicenses granted by us to our franchisees will continue in full force and effect until the expiration or termination of the applicable franchise agreement. We and BR Consulting may amend the License Agreement at any time. Except for the License Agreement, no agreements limit our right to use or sublicense the use of the Marks.
Source: Item 13 — TRADEMARKS (FDD pages 32–33)
What This Means (2025 FDD)
According to Body Brain Center's 2025 Franchise Disclosure Document, BR Consulting granted Body Brain Center the right to use the Marks in the Body & Brain System and to sublicense the Marks to its franchisees. This agreement is formalized in a Second Amended and Restated License Agreement, effective as of February 1, 2016. The license agreement term automatically renews annually unless terminated according to its terms, or if either party provides notice of non-renewal.
BR Consulting can only terminate the Trademark License Agreement if Body Brain Center declares bankruptcy or becomes insolvent, or if Body Brain Center defaults under the License Agreement and fails to rectify the situation within the stipulated timeframe. In return for these rights, Body Brain Center is obligated to remit a portion of all initial franchise fees and royalty fees received to BR Consulting.
Importantly, the agreement specifies that if the License Agreement between BR Consulting and Body Brain Center is terminated, all sublicenses granted by Body Brain Center to its franchisees will remain valid and in effect until the expiration or termination of the applicable franchise agreement. This provision ensures continuity for franchisees even if the overarching license agreement is dissolved. Both Body Brain Center and BR Consulting retain the right to amend the License Agreement at any time, providing flexibility for adjustments as needed. The FDD states that, with the exception of the License Agreement, no other agreements limit Body Brain Center's right to use or sublicense the use of the Marks.