Under the Brain Balance agreement, can either party obligate or bind the other in any manner?
Brain_Balance Franchise · 2025 FDDAnswer from 2025 FDD Document
FRANCHISEE or any third parties to which it would not otherwise be subject and assumes no liability or obligations to FRANCHISEE or any third party by reason of any neglect, delay, or denial of any approval requested hereunder.
10. ADDITIONAL OBLIGATIONS OF FRANCHISEE
- 10.01. FRANCHISEE shall faithfully abide by the terms of this Agreement and devote his/her full time and efforts to the promotion and success of the Franchised Business. In the event, following the opening of the Franchised Business, FRANCHISEE desires to operate a business other than the Franchised Business, FRANCHISEE agrees to obtain COMPANY's consent prior to taking any steps in connection with such proposed business, which consent may be refused for any reason or no reason.
- 10.02. FRANCHISEE shall not harm, misuse, or bring into disrepute the name or character of "BBF," "Brain Balance®," "Brain Balance Program,®" or the Marks or any other trade name, trademark, service mark, service name, logo, or copyright of COMPANY or COMPANY's business or the business of any franchisee of COMPANY.
- 10.03. FRANCHISEE shall operate the Franchised Business from a self-contained space located in a retail building within the Territory in accordance with the terms and intent of this Agreement in a lawful and ethical manner as specified by COMPANY in its Operations Manual. FRANCHISEE shall obtain all permits and business licenses required by law for its Center location and shall comply with all premises regulatory requirements. FRANCHISEE shall obtain prior written approval from COMPANY of the lease, sign the lease within 120 days of the execution of this Agreement, and provide a copy of the executed lease to COMPANY within ten (10) days of its execution. The lease shall contain provisions that permit assignment to COMPANY
and expressly provide that there are no obligations imposed on or granted against COMPANY. FRANCHISEE shall open the Center within nine (9) months of the date of this Agreement.
- 10.04. FRANCHISEE shall pay on a timely basis all of its bills and obligations; federal, state, and local and other expenses; and all taxes of the Franchised Business. FRANCHISEE shall not create or incur any expenses chargeable to COMPANY without COMPANY's prior written approval.
- 10.05. FRANCHISEE shall maintain the standard practices and image developed by COMPANY as the same may be changed from time to time by COMPANY, in order to maintain uniformity with other franchisees utilizing the Marks, and shall use only those standard methodologies, protocols, forms, stationery, and printed material of a style uniformly prescribed by COMPANY for its franchisees and of a quality that meets the standards uniformly prescribed by COMPANY.
- 10.06. FRANCHISEE shall conduct continuing local advertising in form, content, and media approved by COMPANY in a minimum amount set forth in Section 6.07, depending upon location and demographics, and retain evidence of such expenditures for submission to COMPANY upon request.
- 10.07. FRANCHISEE shall utilize a bookkeeping service designated by COMPANY for the first six (6) months of FRANCHISEE's operation of the Franchised Business. In COMPANY's sole discretion, FRANCHISEE may use an alternate bookkeeping service approved in writing by COMPANY.
- 10.08. FRANCHISEE shall not charge fees for services to its clients other than as permitted by law.
- 10.09. FRANCHISEE shall not, directly or indirectly, operate, be associated with, or enter into any sub-franchise or branch office arrangement for the operation of the Franchised Business without COMPANY's prior written consent.
- 10.10. FRANCHISEE shall conduct the Franchised Business in accordance with federal law and pursuant to the law and regulations of the state and locality in which it is located.
- 10.11. FRANCHISEE shall keep the Franchised Business open and in normal operation as BBF may specify in the Manual or otherwise in writing. FRANCHISEE shall maintain, at all times, a full-time staff of no less than a Program Director, and an appropriate number of Program Coaches, who may be part-time, as required to deliver the services as we require. In addition, if FRANCHISEE does not contract with a Call Center, FRANCHISEE must engage the services of a full-time employee whose sole responsibility will be to respond to inbound inquiries for Program services. At the discretion of COMPANY, FRANCHISEE may work in the Center in one of the above positions but if they do not they must appropriately train individuals to fill each role. After Soft Opening, FRANCHISEE shall be responsible, at their own expense, for training any new staff who are engaged to work at FRANCHISEE's Center. FRANCHISEE must send a new Program Director to the next regularly scheduled Initial Training session for which FRANCHISEE will be charged $300.
- 10.12. FRANCHISEE shall not sell any assets other than in the ordinary course of business or, if a corporation, shall not merge or consolidate with another entity, reorganize, or amend its corporate charter nor shall it permit its officers, directors, shareholders, or members to assign or transfer shares of stock, except in strict accordance with the provisions of this Agreement.
- 10.13.
Source: Item 22 — CONTRACTS (FDD pages 70–72)
What This Means (2025 FDD)
According to the 2025 Brain Balance Franchise Disclosure Document, franchisees are obligated to adhere to the terms of the franchise agreement and devote their full time and effort to promoting the success of the Brain Balance business. If a franchisee wishes to operate another business after opening a Brain Balance center, they must obtain consent from Brain Balance, which may be refused for any reason. Franchisees must operate the business ethically and lawfully as specified in the operations manual. They are required to obtain all necessary permits and licenses and must get Brain Balance's prior written approval for the lease of the center's location. The lease must allow assignment to Brain Balance and not impose any obligations on Brain Balance.
Brain Balance franchisees are also obligated to protect Brain Balance's brand and trademarks. They cannot misuse or harm the Brain Balance name or trademarks. Franchisees must ensure that all permanent staff execute confidentiality, non-solicitation, and non-compete agreements. Furthermore, franchisees must complete the initial training program satisfactorily. The location, layout, equipment, and all printed materials used in the Brain Balance center are subject to Brain Balance's prior written consent and must comply with the operations manual. All advertising and promotional materials must also receive prior written approval from Brain Balance.
Brain Balance also has the right to seek legal remedies in the event of a breach of contract by the franchisee. Specifically, Brain Balance can seek a court order to prevent any default or threatened breach of the agreement. If the agreement is terminated, the franchisee can be prevented from continuing to operate the Brain Balance center. These obligations and restrictions are typical in franchise agreements to ensure brand consistency and protect the franchisor's interests.