Are there any exceptions to the 'entire agreement' clause in the Brain Balance franchise agreement?
Brain_Balance Franchise · 2025 FDDAnswer from 2025 FDD Document
20.01. Except as provided in Section 20.02 below, COMPANY and FRANCHISEE agree that any and all disputes between them, and any claim by either party that cannot be amicably settled (including tort as well as contract claims, claims based upon any federal, state, or local statute, law, order, ordinance, or regulations, and claims arising from any relationship prior to, at the time of entering, during the term of, or upon or after expiration or termination of this Agreement) except for claims relating to the Marks or other service marks or commercial symbols of COMPANY, shall be determined solely and exclusively by arbitration under the Federal Arbitration Act, as amended, and in accordance with the rules then obtaining of the American Arbitration Association or any successor at its office located in San Francisco, ou, unless the parties otherwise agree in writing. COMPANY and FRANCHISEE consent to personal jurisdiction and hereby waive all objections to personal jurisdict
Source: Item 22 — CONTRACTS (FDD pages 70–72)
What This Means (2025 FDD)
Based on the 2025 Brain Balance Franchise Disclosure Document, disputes relating to the Marks or other service marks or commercial symbols of Brain Balance are exceptions to the arbitration agreement.
According to Section 20.01, Brain Balance and the franchisee agree that any disputes between them, including contract and tort claims, claims based on federal, state, or local statutes, laws, orders, or regulations, and claims arising from any relationship, will be determined solely and exclusively by arbitration. This arbitration will occur under the Federal Arbitration Act, as amended, and in accordance with the rules of the American Arbitration Association. Both Brain Balance and the franchisee consent to personal jurisdiction and waive objections to personal jurisdiction.
However, there is an exception to this arbitration agreement. Claims relating to the Marks or other service marks or commercial symbols of Brain Balance are not subject to this arbitration agreement. This means that Brain Balance may pursue claims related to its trademarks, service marks, or commercial symbols in court rather than through arbitration. This exception allows Brain Balance to protect its brand identity and intellectual property through litigation if necessary.