Can the licensor upgrade and modify the Brain Balance software at their discretion during the term of the agreement?
Brain_Balance Franchise · 2025 FDDAnswer from 2025 FDD Document
- (g) COMPANY will, in its discretion, provide FRANCHISEE with modifications, additions, and deletions to the Operations Manual.
- (h) COMPANY will, in its discretion, provide FRANCHISEE with modifications, additions, and deletions to the Software.
Licensor retains the right to reproduce, publish, sell, modify, distribute, prepare derivative programs of, and license to other licensees, the Software or the Software Materials.
- (iv) Licensee shall not remove any trademarks, proprietary legends, or copyright notices from the Software or the Software Materials, or reproduce, publish, sell, modify, distribute, prepare derivative programs of, or license the Software or the Software Materials in any manner.
- (v) Licensee shall make no copies of the Software, or any component thereof, or any Software Materials, for any purpose whatsoever except use of the Software and the Software Materials in accordance with this Agreement without the prior written consent of Licensor (which consent may be given or withheld in Licensor's sole and absolute discretion).
Source: Item 22 — CONTRACTS (FDD pages 70–72)
What This Means (2025 FDD)
According to Brain Balance's 2025 Franchise Disclosure Document, Brain Balance will, at its discretion, provide franchisees with modifications, additions, and deletions to the software. This means that Brain Balance retains control over the software used in the franchised business and can make changes as it sees fit.
This clause gives Brain Balance the power to update the software to improve functionality, address security concerns, or adapt to changing business needs. While this can be beneficial in keeping the franchise competitive and up-to-date, it also means that franchisees may need to adapt to changes in the software, potentially requiring additional training or adjustments to their business operations. Franchisees do not have the right to modify the software themselves.
Furthermore, the franchisee is not allowed to reproduce, publish, sell, modify, distribute, prepare derivative programs of, or license the software or software materials in any manner. The franchisee also cannot make copies of the software or any component without prior written consent from Brain Balance. This protects Brain Balance's intellectual property and ensures that the software is used only as intended under the franchise agreement.
Overall, while Brain Balance retains the right to modify the software, franchisees should be aware of the potential implications for their business operations and the need to stay updated with any changes implemented by the franchisor.