If the Brain Balance agreement is terminated, what use of the software can the licensee be prevented from?
Brain_Balance Franchise · 2025 FDDAnswer from 2025 FDD Document
(c) Effect of Termination. Upon termination of this Agreement, the License granted hereunder shall terminate and (i) Licensee shall immediately cease use of the Software and Software Materials and promptly deliver to Licensor (at the address set forth on the first page of this Agreement or as otherwise directed by Licensor) or destroy as Licensor may direct, all magnetic media or other tangible items containing the Software, if any, and/or any and all copies thereof that are in the possession of Licensee, all Software Materials provided to Licensee by Licensor with respect to the Software and/or any documentation derived therefrom and any and all copies thereof and all materials, magnetic media or other tangible items containing Licensor Confidential Information (as defined in Section 11(b)(i) below); and (ii) Licensor shall promptly deliver to Licensee (at the address set forth on the first page of this Agreement) or destroy, as Licensee may direct, all materials, magnetic media or other tangible items containing Licensee Confidential Information (as defined in Section 11(b)(ii) below).
Source: Item 22 — CONTRACTS (FDD pages 70–72)
What This Means (2025 FDD)
According to the 2025 Brain Balance Franchise Disclosure Document, upon termination of the Software Agreement, the licensee must immediately cease use of the software and software materials. The franchisee is obligated to promptly deliver to Brain Balance (or destroy, as directed by Brain Balance) all magnetic media or other tangible items containing the software, along with any copies. This includes all software materials provided by Brain Balance related to the software, any documentation derived from it, and any materials containing Brain Balance's confidential information.
This provision ensures that upon termination, the franchisee no longer has any rights to use Brain Balance's proprietary software. This is a standard practice in franchising to protect the franchisor's intellectual property and trade secrets. The franchisee's responsibility to return or destroy all copies of the software and related materials reinforces this protection.
For a prospective Brain Balance franchisee, this means that the software license is strictly tied to the franchise agreement. If the agreement is terminated for any reason, the franchisee loses all rights to use the software and must take immediate steps to remove it from their systems and return or destroy all copies. This could have significant implications for the franchisee's ability to continue operating a similar business independently, as they would no longer have access to the tools and resources provided by Brain Balance.