What agreement transferred the rights to the Brain Balance trademarks from BBF to Brain Balance Holdings, Inc.?
Brain_Balance Franchise · 2025 FDDAnswer from 2025 FDD Document
Effective January 1, 2015, BBF entered into a Trademark Assignment Agreement, under which BBF assigned to Brain Balance Holdings, Inc. all of its rights to the trademarks, including Brain Balance® & Design and Brain Balance Program®. We have entered into an exclusive License Agreement with Brain Balance Holdings, Inc. for the rights to use the trademarks utilized in the Brain Balance Program®. The License Agreement has a perpetual term and can only be terminated by Brain Balance Holdings, Inc. if BBF files for bankruptcy, breaches its representations in the License Agreement, or materially breaches the License Agreement and fails to cure within a reasonable period of time.
Source: Item 13 — TRADEMARKS (FDD pages 49–51)
What This Means (2025 FDD)
According to Brain Balance's 2025 Franchise Disclosure Document, the transfer of trademark rights from BBF to Brain Balance Holdings, Inc. occurred through a Trademark Assignment Agreement. This agreement, effective January 1, 2015, assigned all of BBF's rights to the trademarks, including Brain Balance® & Design and Brain Balance Program®, to Brain Balance Holdings, Inc. Following this assignment, Brain Balance entered into an exclusive License Agreement with Brain Balance Holdings, Inc., granting them the rights to use the trademarks associated with the Brain Balance Program®. This license agreement has a perpetual term and can only be terminated by Brain Balance Holdings, Inc. under specific conditions, such as BBF filing for bankruptcy or breaching the agreement.
For a prospective Brain Balance franchisee, this means that the right to use the Brain Balance trademarks is secured through a license from Brain Balance Holdings, Inc., not directly from BBF. The franchisee's ability to use these trademarks depends on the ongoing validity and terms of the License Agreement between BBF and Brain Balance Holdings, Inc. Any issues that might jeopardize this agreement, such as BBF's bankruptcy or breach of contract, could potentially impact the franchisee's right to use the Brain Balance trademarks.
It is important for franchisees to understand the implications of this structure. While the Franchise Agreement grants the franchisee the non-exclusive right to use the trademarks, this right is ultimately dependent on the relationship between Brain Balance and Brain Balance Holdings, Inc. Franchisees should be aware of the conditions under which the License Agreement could be terminated and how that might affect their business. This arrangement is not uncommon in franchising, where a separate entity often holds the intellectual property and licenses it to the operating company. However, it adds a layer of complexity that franchisees should carefully consider.