Are Brightstar Care's internal policies considered part of the franchise agreement, and are they binding on Brightstar Care?
Brightstar_Care Franchise · 2025 FDDAnswer from 2025 FDD Document
e to operate an Agency using the BrightStar System and ABS and such application has been approved in reliance upon all of the representations made therein; and
WHEREAS, you hereby acknowledge that adhering to this Agreement's terms and our standards and specifications is essential to the operation of its Agency and to the operations of the BrightStar System.
NOW, THEREFORE, in consideration of the foregoing recitals and the mutual promises, 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.
Source: Item 22 — CONTRACTS (FDD pages 117–118)
What This Means (2025 FDD)
Based on the 2025 Brightstar Care Franchise Disclosure Document, the franchise agreement outlines the relationship between Brightstar Care and the franchisee. Specifically, the agreement grants the franchisee the right to operate a BrightStar Care Agency under the BrightStar System, within a defined protected territory, as detailed in Exhibit A. Brightstar Care retains the right to modify the BrightStar System, including the products and services offered, and the franchisee must comply with these changes.
The FDD states that the franchisee must adhere to the terms of the agreement and Brightstar Care's standards and specifications, which are deemed essential for the agency's operation and the overall BrightStar System. The Operations Manual, which Brightstar Care can modify, also plays a crucial role in defining the standardized methods, guidelines, and procedures for providing care services. Franchisees are required to operate their agencies according to the Operations Manual.
While the franchise agreement is binding on both parties, Brightstar Care retains the right to modify the Operations Manual and System standards. Amendments to the agreement itself must be in writing and signed by both Brightstar Care and the franchisee. Brightstar Care can also enter into different franchise agreements with other franchisees that contain provisions that differ from the franchisee's agreement. However, Brightstar Care is required to act toward its franchisees on a reasonably nondiscriminatory basis, suggesting some limitations on how much they can deviate from established policies.
Therefore, while internal policies and standards outlined in the Operations Manual are critical and binding on the franchisee, Brightstar Care retains the right to modify them. The franchise agreement itself can only be modified through a written agreement signed by both parties, ensuring that significant changes are mutually agreed upon.