What software-related actions are prohibited for Body Brain Center franchisees under the SSA?
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. |
Source: Item 17 — RENEWAL**, TERMINATION, TRANSFER, **AND DISPUTE RESOLUTION (FDD pages 34–38)
What This Means (2025 FDD)
According to Body Brain Center's 2025 Franchise Disclosure Document, specifically Item 17, franchisees are restricted from performing certain actions related to the software provided under the Software Service Agreement (SSA). These restrictions are designed to protect Body Brain Center's intellectual property and maintain control over the software's use and distribution.
Under the SSA, Body Brain Center franchisees are explicitly prohibited from reverse engineering, decompiling, reproducing, publishing, selling, sublicensing, transferring, renting, or distributing the software. These prohibitions are standard in franchise agreements that involve proprietary software, as they prevent franchisees from undermining the franchisor's software business model.
These restrictions apply both during the term of the franchise agreement and after termination or expiration. This ensures that former franchisees cannot use the software in ways that could compete with Body Brain Center or otherwise harm its business interests. Franchisees should carefully review Section 4.4 of the SSA to fully understand the scope of these restrictions and their obligations regarding the software.