What agreements are binding under the Brain Balance Franchise Agreement?
Brain_Balance Franchise · 2025 FDDAnswer from 2025 FDD Document
Agreement | | | a. | Length of the franchise term | 5 | Same term as the Franchise Agreement | | b. | Renewal or extension of the term | None | |
| Provision | Section in Agreement | Summary | |
|---|---|---|---|
| r. | Non-competition covenants after the Franchise is terminated or expires | 6(c) | You have no right to use the Software after your Franchise Agreement terminates. |
| s. | Modification of the Agreement | 26 | Modifications must be in writing executed by the parties. Software may change. |
| t. | Integration/Merger clause | 26 | Only the terms of the Agreement and references to the Franchise Agreement are binding. The Franchise Agreement supersedes all prior agreements. Any other promises may not be enforceable (subject to federal and state law). However, nothing in this or any related agreement is intended to disclaim the express representations made in the Franchise Disclosure Document, its exhibits and amendments. |
| u. |
Source: Item 17 — RENEWAL, TERMINATION, TRANSFER, AND DISPUTE RESOLUTION (FDD pages 54–61)
What This Means (2025 FDD)
According to Brain Balance's 2025 Franchise Disclosure Document, only the terms outlined within the Franchise Agreement itself and any references explicitly made to the Franchise Agreement are considered binding. This means that any prior agreements or understandings are superseded by the Franchise Agreement. However, the express representations made in the Franchise Disclosure Document (FDD), including its exhibits and amendments, are not disclaimed by this clause or any related agreement.
This provision is important for prospective Brain Balance franchisees because it clarifies the scope of their contractual obligations. Franchisees should pay close attention to the specific terms and conditions outlined in the Franchise Agreement, as these are the terms that will govern their relationship with Brain Balance. Any promises or representations made outside of the Franchise Agreement may not be enforceable, so it's crucial to ensure that all key terms are included in the written agreement.
Furthermore, the FDD itself and its exhibits remain binding, ensuring that Brain Balance cannot later disclaim any representations made within those documents. This provides an additional layer of protection for franchisees, as they can rely on the information provided in the FDD when making their investment decision. Franchisees should carefully review the entire FDD and its exhibits to fully understand their rights and obligations under the franchise agreement.
In addition to the Franchise Agreement, the Application License Agreement is also related to the franchise relationship. The Application License Agreement has the same term length as the Franchise Agreement. The Application License Agreement will be interpreted and construed in accordance with the laws of the State of California, except for its conflict-of-law rules.