Is Brightstar Care's Cross-Territorial Policy subject to change, and what is a franchisee's obligation if it does?
Brightstar_Care Franchise · 2025 FDDAnswer from 2025 FDD Document
mises, commitments and understandings contained herein, we and you hereby agree as follows:
1. GRANT OF FRANCHISE
1.1 Grant
We hereby grant to you, upon the express terms and conditions contained in this Agreement, and you hereby accept, a franchise for the right to establish and operate one BrightStar Care Agency under the System and Licensed Marks identified below in the protected territory described in Exhibit A to this Agreement (the "Protected Territory"). We have the right to supplement, improve or otherwise modify the BrightStar System from time to time, and you agree to comply with all changes which may include, without limitation, the offer and sale of new or different products or services as we may specify and the acceptance of new sources of reimbursement as we may specify. You must offer and sell all products and services we require in the BrightStar System and may not offer or sell any unauthorized products or services.
1.2 Operation of Franchise Limited to Territory; Incidental Advertising
Referral sources are not exclusive, and you may call on referral sources outside your Protected Territory with prior notification in writing to the franchisee that owns the territory in which you will be marketing. All clients serviced must be in your Protected Territory and cannot be clients with service addresses, or services performed, in another protected territory held under a franchise agreement. You may not do staffing business outside your Protected Territory without our prior express written permission. In order to be granted the right to solicit or service clients outside the Protected Territory, you must meet the following conditions:
- (a) The area in which you wish to provide service to clients is not included in another franchisee's protected territory or in a territory currently served by an Agency owned by us or our affiliate.
- (b) On a monthly basis, at least seventy-five percent (75%) of your total Net Billings is from (i) business within your Protected Territory (consisting of both non-National Accounts Net Billings and National Accounts Net Billings derived from business within your Protected Territory) plus (ii) National Accounts Net Billings derived from National Accounts business outside your Protected Territory.
- (c) You may not explicitly direct any advertising to clients outside the Protected Territory.
Source: Item 22 — CONTRACTS (FDD pages 117–118)
What This Means (2025 FDD)
According to Brightstar Care's 2025 Franchise Disclosure Document, Brightstar Care has the right to supplement, improve, or otherwise modify the Brightstar System from time to time. As a franchisee, you agree to comply with all changes, which may include, without limitation, the offer and sale of new or different products or services as Brightstar Care may specify and the acceptance of new sources of reimbursement as they may specify. You must offer and sell all products and services Brightstar Care requires in the Brightstar System and may not offer or sell any unauthorized products or services.
Brightstar Care's policy on territorial exclusivity states that referral sources are not exclusive, and a franchisee may solicit referral sources outside their protected territory after providing written notification to the franchisee who owns that territory. However, all clients serviced must be within the franchisee's protected territory, and services cannot be performed in another franchisee's protected territory. Staffing business outside of the protected territory is prohibited without prior express written permission from Brightstar Care.
Brightstar Care also retains specific rights regarding the establishment and licensing of franchised or company-owned agencies outside the Protected Territory, and (if a franchisee is in default under the Agreement) within the Protected Territory. Brightstar Care can grant permission to a franchisee to service clients within another franchisee's protected territory if the other franchisee lacks the proper licensure or accreditation to provide services (or chooses not to), and vice versa. They can also offer and sell BrightStar branded goods and services not currently offered through the BrightStar Care Agency Program through other channels, even within a franchisee's protected territory.
These provisions mean that while franchisees are granted a protected territory, Brightstar Care retains considerable flexibility to modify the system, introduce new services, and manage client servicing across territories. Franchisees must stay informed of any changes to the Operations Manual and System standards and adapt their business practices accordingly. The agreement emphasizes that franchisees must comply with all modifications to the Brightstar System, including offering new products or services and accepting new reimbursement sources.