What obligations must be satisfied by the Brightstar Care franchisee as of the proposed transfer's effective date?
Brightstar_Care Franchise · 2025 FDDAnswer from 2025 FDD Document
for a new market area or territory and/or (ii) a lead located in our Lead Management System ("LMS") (in both (i) and (ii), a "Lead" does not include someone who is an existing franchisee in the BrightStar Care Agency system). You acknowledge this "contact" may be in person, in writing, via electronic mail, by telephone, or by LMS.
- 12.4.9 The transferor must execute a general release, in a form satisfactory to us, of any and all claims against us and our owners, affiliates, officers, directors, employees, and agents.
- 12.4.10 The proposed transferee must execute our then-current form of franchise agreement and the Addendum to Franchise Agreement attached as Exhibit F to this Agreement, which may contain terms and conditions substantially different from those contained in this Agreement, for an initial term equal to the time remaining on the Initial Term of this Agreement as of the date of such Transfer or for a full initial ten (10) year term, as we determine.
- 12.4.11 You and the proposed transferee must execute our then-current Assignment and Consent Agreement, and Co-Territory Agreement (if applicable) in a form satisfactory to us.
- 12.4.12 The transferee and/or its designated managerial personnel must have completed to our satisfaction the training then required of comparable Agency franchisees.
- 12.4.13 The transferee must obtain and maintain all licenses and/or registrations necessary to operate the Agency to the fullest extent of the BrightStar business model.
- 12.4.14 You and your owners, officers, and directors agree to comply with the post-termination provisions of this Agreement, including the non-competition and non-disclosure covenants.
- 12.4.15 You and the transferee agree to perform all maintenance and upgrades required to bring the Franchised Business up to our then current standards for an Agency, including upgrading the ABS and any other computer hardware and software as we require.
- 12.4.16 You or the transferee must provide us for review and approval a copy of the executed purchase agreement relating to the proposed Transfer with all supporting documents and schedules, including transferee's assumption of and agreement to faithfully perform all of your obligations under this Agreement.
- 12.4.17 You must ask us to provide the prospective transferee with our thencurrent form of disclosure document.
- 12.4.18 Our approval of the Transfer will not constitute a waiver of any claims we have against the transferring party.
- 12.4.19 Notwithstanding anything above, you expressly acknowledge the reasonableness of the following Transfer condition: If you and/or your affiliates (a) own and operate, either when you request approval of a proposed Transfer or as of the proposed Transfer's effective date, more than one BrightStar Care Agency under one or more additional franchise agreements with us, regardless of when such franchise agreements were signed, and (b) desire to Transfer this Agreement and/or the Agency, together with one or more of your and/or your affiliates' other franchise agreements and/or BrightStar Care Agencies, at the same time and to the same proposed transferee and/or its affiliates as part of the same transaction or in a series of substantially contemporaneous transactions, we have no obligation to allow the Transfers of the multiple BrightStar Care Agencies and instead have the absolute right to limit the proposed Transfer solely to this Agreement and/or the Agency without regard to the proposed terms of the Transfer or Transfers negotiated between you and/or your affiliates and the proposed transferee and/or its affiliates. We reserve this right in order to preserve and enhance compliant operations of BrightStar Care Agencies and to protect the System's reputation and goodwill. You further acknowledge that the rights described in this paragraph will apply even if the proposed Transfer is of a controlling ownership interest in you (as defined in Section 12.7 below) in situations where you own multiple BrightStar Care Agencies under one or more franchise agreements with us.
Source: Item 22 — CONTRACTS (FDD pages 117–118)
What This Means (2025 FDD)
According to Brightstar Care's 2025 Franchise Disclosure Document, a franchisee looking to transfer their franchise has several obligations to fulfill as of the proposed transfer's effective date. The transferor must execute a general release of all claims against Brightstar Care and its affiliates in a form satisfactory to them. Both the transferor and the proposed transferee must execute Brightstar Care's then-current Assignment and Consent Agreement, and Co-Territory Agreement (if applicable) in a form satisfactory to Brightstar Care.
Furthermore, the transferor and transferee must agree to perform all necessary maintenance and upgrades to bring the franchised business up to Brightstar Care's current standards for an agency, including upgrading the ABS and any other computer hardware and software as required by Brightstar Care. The transferor or the transferee must provide Brightstar Care with a copy of the executed purchase agreement relating to the proposed transfer, along with all supporting documents and schedules, for review and approval. This includes the transferee's assumption of and agreement to faithfully perform all of the transferor's obligations under the Franchise Agreement.
Additionally, the franchisee must request that Brightstar Care provide the prospective transferee with the most current form of the disclosure document. It's important to note that Brightstar Care's approval of the transfer does not constitute a waiver of any claims they may have against the transferring party. If the franchisee owns and operates more than one BrightStar Care agency and desires to transfer multiple agencies at the same time to the same transferee, Brightstar Care has the right to limit the transfer to only one agency, regardless of the terms negotiated between the franchisee and the proposed transferee. This condition is in place to preserve compliant operations and protect the Brightstar Care system's reputation and goodwill.
Finally, the franchisee and their owners, officers, and directors must comply with the post-termination provisions of the Franchise Agreement, including non-competition and non-disclosure covenants. If the transfer involves the agreement, the agency, or a 50% or more change in ownership, and the transferee was a "Lead" of Brightstar Care before the franchisee was aware or introduced to the lead, the franchisee or transferee must pay Brightstar Care the greater of the applicable transfer fee or the initial franchise fee that Brightstar Care would have collected for the territory if they had granted the franchise rights to the lead, plus any broker fees incurred as a result of the transfer.