Does Section 21 of the Body Brain Center franchise agreement survive termination?
Body_Brain_Center Franchise · 2025 FDDAnswer from 2025 FDD Document
- (ii) pay us all amounts that you owe us;
- (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 obligations outlined in Section 21 of the franchise agreement continue even after the agreement expires or is terminated. Attachment A defines several terms used in Section 21, such as "Agencies" which is defined in Section 21.1(x), "Acquired Assets" and "Appraisal Date" which are defined in Section 21.2(a), and "Appraised Value" which is defined in Section 21.2(d).
Specifically, upon termination or expiration of the Body Brain Center franchise agreement, the franchisee must fulfill several obligations. These include paying all outstanding amounts owed to Body Brain Center, adhering to the covenants detailed in Section 14, which pertain to the period following termination, transfer, or disposal of ownership, and returning all copies of the operations manual and any materials bearing Body Brain Center's trademarks or copyrights, unless the franchisor approves their transfer to another franchisee.
Additionally, the franchisee is required to cancel any assumed names related to the use of Body & Brain Center's marks, provide a list of current, former, and prospective customers, and assign all customer contracts and information to Body Brain Center, unless a transfer to an approved franchisee is permitted. The franchisee must also follow any policies set by Body Brain Center for up to a year after termination to address customer issues, including membership transfers and refunds, for which the franchisee will be responsible. Furthermore, modifications to the premises may be required to prevent association with Body Brain Center, unless the franchise is transferred to an approved party. Finally, the franchisee must notify all relevant agencies, such as telephone companies and domain name registrars, of the termination of their right to use related telephone numbers, domain names, and directory listings, authorizing these agencies to transfer this information to Body Brain Center.