Is the Brain Balance software license granted to the Licensee transferable?
Brain_Balance Franchise · 2025 FDDAnswer from 2025 FDD Document
(ii) (A) Licensor does not convey any right, title to or interest in the Software or the Software Materials to Licensee other than the License granted hereunder, and all proprietary, trade secret and other rights relating to the Software and Software Materials are and shall remain the property of Licensor, and (B) Licensor makes no representations or warranties as to the completeness, accuracy, availability or quality of the information contained in, or provided pursuant to, the Data Feed.
(iii) the License granted hereunder does not grant the right to use any third party software supplied or re-sold by Licensor for use in connection with the Software for any purpose other than in connection with the Software.
- (b) The Software and the Software Materials shall be used by the Users (as defined below) solely for the internal business purposes of Licensee. For purposes of this Agreement, "User" or "Users" means either employees of, or independent contractors retained by, Licensee, provided, however, that Licensee shall first have caused any such independent contractors to execute a confidentiality agreement covering the matters specified in Section 11(b)(i) in form and substance reasonably satisfactory to Licensor.
- (c) The License granted hereunder is expressly limited to binary or object code versions of the Software. Licensee shall not to attempt to decompile, reverse engineer, alter, or modify the Software, or otherwise seek or utilize any expression of the Software in other than object code form.
Source: Item 22 — CONTRACTS (FDD pages 70–72)
What This Means (2025 FDD)
According to Brain Balance's 2025 Franchise Disclosure Document, the software license granted to the franchisee is not transferable. The document specifies that the licensor (Brain Balance) does not convey any right, title, or interest in the software or software materials to the licensee (franchisee) beyond the granted license. All proprietary rights, trade secrets, and other rights related to the software remain the property of Brain Balance.
This means a Brain Balance franchisee cannot transfer, sell, or sublicense the software to another party. The license is specifically for the franchisee's internal business purposes, used by their employees or independent contractors who have signed a confidentiality agreement. The franchisee is also restricted from decompiling, reverse engineering, altering, or modifying the software.
This condition is typical in franchising, as franchisors need to maintain control over their proprietary software to ensure consistency and quality across all franchise locations. It protects Brain Balance's intellectual property and prevents unauthorized use or modification of their software. A prospective franchisee should understand that the software license is tied to their specific franchise agreement and cannot be transferred under any circumstances.