What rights does Body Brain Center reserve that are not expressly granted to the franchisee in the franchise agreement?
Body_Brain_Center Franchise · 2025 FDDAnswer from 2025 FDD Document
capitalized terms that are defined in the body of this Agreement, Attachment "A" lists the Sections of this Agreement in which such terms are defined.
- 2. GRANT OF FRANCHISE. We hereby grant you a license to own and operate a Body & Brain Center (your "Business" or your "Center") using our Intellectual Property from a single location that we approve in writing. We reserve all rights not expressly granted to you under this Agreement.
- 3. TERRITORIAL RIGHTS AND LIMITATIONS. Once we have approved the site for your Center, we will grant you a protected territory that will be identified on Part C of Attachment "B" (your "Territory"). Your Territory will include a minimum population of 70,000. We will not operate, or grant a franchise to a third party to operate, a Body & Brain Center or a Dahn Yoga Center that is physically located within your Territory during the Term, except as otherwise provided in this Section with respect to Captive Venues and Alternative Channels of Distribution. We reserve the right to: (i) operate Body & Brain Centers, or grant franchises or licenses to third parties to operate Body & Brain Centers, in Captive Venues that are located in your Territory; and (ii) sell competitive or identical goods or services (including under the Marks), or grant franchises or licenses to third parties to sell those goods or services (including, without limitation, Body & Brain home-based franchises), through Alternative Channels of Distribution, irrespective of whether the sales take place in your Territory.
4. TERM AND RENEWAL
- 4.1 Generally. The term of this Agreement (the "Term") will begin on the Effective Date and expire five (5) years thereafter. If this Agreement is the initial franchise agreement for your Center, you may enter into successor Body & Brain Center franchise agreements as long as you meet the conditions for renewal specified below. Each successor franchise agreement shall be the current form of franchise agreement that we use in granting Body & Brain franchises as of the expiration of the Term or renewal term, as applicable.
Source: Item 23 — RECEIPT (FDD pages 43–178)
What This Means (2025 FDD)
According to the 2025 Body & Brain Center Franchise Disclosure Document, Body Brain Center retains all rights not explicitly granted to the franchisee in the franchise agreement. Specifically, Body Brain Center reserves the right to operate Body & Brain Centers, or grant franchises or licenses to third parties to operate Body & Brain Centers, in Captive Venues that are located in the franchisee's Territory and sell competitive or identical goods or services (including under the Marks), or grant franchises or licenses to third parties to sell those goods or services (including, without limitation, Body & Brain home-based franchises), through Alternative Channels of Distribution, irrespective of whether the sales take place in the franchisee's Territory.
Body Brain Center retains ownership of all data pertaining to the services offered by the franchisee's business and may use this data to improve their services or for any other purpose. They may also provide or sell non-personally identifiable data to third parties at their discretion. Additionally, Body Brain Center owns all customer files, accounts, and contracts, which will be assigned to them upon the expiration, termination, or transfer of the franchise agreement. They also have the right to transfer a member's account and data to another Body & Brain franchisee or company-owned business if the member switches their membership.
Furthermore, Body Brain Center has the right to modify the Intellectual Property at any time, including changing the Marks, the System, the Copyrights or the Know-how. If they modify or discontinue any Intellectual Property, the franchisee must comply with their instructions within 30 days at the franchisee's cost. These reserved rights allow Body Brain Center to maintain control over the brand, customer data, and operational standards, which may impact a franchisee's business operations and profitability.