factual

Is the arbitration panel's remedy binding and final for C12 Group disputes?

C12_Group Franchise · 2025 FDD

Answer from 2025 FDD Document

| TRADEMARK | SERIAL NUMBER | DATE OF APPLICATION | REGISTER | |---|---|---|---| | Buffalo Culture | 98,180,822 | September 14, 2023 | Principal | | | 98,180,817 | September 14, 2023 | Principal | We do not have a federal registration for the two pending trademarks in the preceding table. Therefore, our trademarks do not have many legal benefits and rights as a federally registered trademark. If our right to use the trademarks is challenged, you may have to change to alternative trademarks, which may increase your expenses.

We currently have opposition proceedings regarding our two pending trademarks. The opposition is ongoing, and the parties are working toward a settlement agreement that would allow for the registration of both marks.

You agree to use our current and future trademarks, service marks, trade names, document templates, logotypes, and domain names only in the ways we have approved in advance in writing as we have set

forth in our training and operating manuals or in other routine communications to C12, such a semiannual workshops and via our www.C12forums.com web-based portal for franchisee materials, resources, and information. C12 branding and marks will only be used in conjunction with the delivery of C12's goods and services and not with unaffiliated business which may be transacted by a C12 franchisee.

There are no currently effective material determinations of the USPTO Trademark Trial and Appeal Board, the trademark administrator of any state, or any court. Except as stated above, there are no pending infringements, oppositions, or cancellations concerning the principal trademarks. We have no knowledge of either superior rights or infringing uses that could materially affect your use of the principal trademarks in the state where your franchise may be located. There are no agreements currently in effect that significantly limit our rights to use or license the use of the principal trademarks in a manner material to the franchise. There is currently no pending litigation, settlement, or agreement that may limit a franchisee's use of any of our trademarks (FA Section I.5). The franchisor will control any litigation or proceeding which may ensue.

The franchisor must protect the franchisee's right to use the trademarks and must protect the franchisee against claims of infringement or unfair competition arising from the franchisee's use of them. WE agree to indemnify, defend, and hold you harmless in the event that your use of C12's trademarks in accordance with the Franchise Agreement infringes upon the intellectual property rights of a third party. You agree to notify C12 immediately when you learn of an infringement or challenge to your use of any of our trademarks (FA Section I.6).

You will not directly or indirectly contest our right to, or use of, our trademarks, trade secrets, or proprietary materials and processes that are part of our business format.

If this Agreement is terminated, you agree to immediately cease using C12's trade name, trademarks, service marks, symbols, or insignia, or any proprietary materials, forms, bulletins, advertising materials, slogans, manuals, or websites which relate to the name and marks listed in this Agreement. You will ensure this by returning to C12 or destroying residual local inventory of these materials (FA Section I.7). Any use of C12 proprietary programs, Business Forum formats, and the techniques trained via the Field Operations Manual, Meeting Playbook, Brand Standards Guide, and New Chair Training protocol will be considered violation of copyright privileges.

ITEM 14: PATENTS, COPYRIGHTS, AND PROPRIETARY INFORMATION

You do not receive the right to use any item covered by a patent or copyright, but you can use the proprietary information in the C12 Training Manual in accordance with the C12 Brand Standards guide.

The C12 Training Manual is described in Item 11 of this FDD. Item 11 also describes limitations on the use of the C12 Training Manual by you and your employees.

You also must promptly tell us when you learn about the unauthorized use of this proprietary information. We are not obligated to take any action, but we will respond to your notification of unauthorized use as we think appropriate.

C12 is the owner of several top-level internet domain names (i.e., .COM, .NET, .ORG) that have been registered with domain name registrars, including our primary websites located under the www.c12forums.com & www.JoinC12.com domain names. C12 claims copyright of these websites.

C12 owns no patents, is not the applicant with respect to any pending application for the registration of any patents and is not the licensee of any patent right owned by any other party.

C12 claims common law rights and copyright protection for our proprietary materials, training and operating manuals, program materials, and other documents used in the operation of the business. This includes advertising and marketing materials, meeting/facilitation materials, booklets, seminars, presentations, and software specifically developed by C12 for usage and delivery to its members and prospective members.

C12 may license portions of its business and ministry training materials from its historical archives to other like-minded individuals and entities, at C12's discretion.

You must operate your franchise in accordance with our Chair Training Manual and Workbook, and the standard practices as typically maintained in the C12 Manual and on the www.c12forums.com web portal for franchisees.

You agree not to contest C12's interest in its proprietary information. Although C12 is not obligated to defend your use of these items or processes, C12 will pursue resolution which in its judgment is in the best overall interest of the C12 community. If C12 decides to add, modify or discontinue the use of an item or process covered by a patent or copyright, you must also do so.

There is no infringing use known to C12 which would materially affect your use of proprietary and/or copyrighted materials.

ITEM 15: OBLIGATION TO PARTICIPATE IN THE ACTUAL OPERATION OF THE FRANCHISE BUSINESS

The Principal Chair must be actively involved in the day-to-day operation of your franchise as a fullytrained Principal Chair (FA Sections IV, XVIII) and pursue effective stewardship in addressing the full market potential available in your assigned Territory as You serve local Christian business owners, CEOs, and presidents. Although it is possible to engage other qualified and fully-trained personnel in serving your Territory's demand as a part of your C12 practice (FA Sections I, IV, IX), you must remain active in the role of Principal Chair to retain the franchise. If the franchise is owned by an entity (e.g., a corporation, limited liability company, or partnership), then the franchise must be operated by someone who is an owner and officer of such an entity (a "Principal") and who has met all the on-going requirements of a fullytrained C12 Principal Chair (FA Sections X, XVIII). If circumstances should ever change such that such Principal is no longer both an owner and officer of such entity and such entity does not have a suitable replacement candidate for the role of C12 Principal Chair (contingent on C12's approval), then the franchise must be operated by the Principal Chair, or, failing that, transferred to C12 (at C12's option), an approved third-party (at C12's discretion), or terminated (FA Sections VIII, X).

C12 permits third party investors, silent equity positions, and non-operating ownership of a C12 franchise when all parties and agreements are reviewed and approved by C12. A non-operating ownership entity may designate a Principal Chair to operate the franchise and lead teams of Area Chairs as long as agreements and assignments are approved by C12 in writing. This includes the stipulation that C12 must approve and train all subsequent Area Chairs (whether designated as Principal Chairs by responsibility or not). The allowance is to both support capitalizing franchise launches as well as succession and liquidation of franchisees upon exit scenarios.

A non-operating ownership entity must comply with the moral and spiritual integrity standards associated with a Principal Chair within the community and not engage in any competing, conflict of interest, or predatory business interests. Any non-operating ownership entity must still coordinate with and submit to C12 Group's ultimate approval of the selection, training, and installment of any Principal Chair for the franchise.

ITEM 16: RESTRICTIONS ON WHAT THE FRANCHISEE MAY SELL

As a franchisee, you may only offer and sell those services and products approved by C12 in managing C12 programs but may only offer and sell such services and products within your exclusive Territory. The Franchisor retains the right to change the types of authorized goods and services provided without limitation.

The Franchise Agreement provides that you shall not own an interest or participate in any business viewed as competitive, injurious, or incompatible with C12 and that such activities must not have any material adverse impact on your performance of your obligations hereunder. You agree to offer and sell only those services and products approved by C12 in managing C12 programs in Your Territory. In doing so, You agree to comply with C12 rules, regulations, methods, procedures, programs, policies, standards, and Christian conduct as established in our Operations Manual, training, and by this Agreement. You have the exclusive right to offer C12 services, programs, and materials in Your Territory.

You will have a specific exclusive Territory which is defined mutually by C12 and you and should be incorporated in your business plan development in conjunction with C12. This Territory will be defined based on geography, in terms of cities, zip codes, counties, states, or the radius around your home address. There is no minimum granted Territory size. No other franchisee shall have the right to establish, acquire, or operate a franchise within your exclusive Territory.

ITEM 17: RENEWAL, TERMINATION, TRANSFER, AND DISPUTE RESOLUTION

THE FRANCHISE RELATIONSHIP

This table lists certain important provisions of the franchise and related agreements. You should read these provisions in the agreements attached to this disclosure document.

| u. Dispute resolution by arbitration or mediation | XII, Exhibit F | All matters can be appealed up through C12’s defined three-step dispute resolution process which culminates in Christian arbitration pursuant to which the parties engage three Bible-believing Christian arbitrators as follows: one selected by the franchisee, one selected by C12, and one selected by such two arbitrators. The remedy recommended by the arbitration panel will be binding and final with no further recourse by either party. Subject to state law. |

Source: Item 17 — RENEWAL, TERMINATION, TRANSFER, AND DISPUTE RESOLUTION (FDD pages 36–40)

What This Means (2025 FDD)

According to C12 Group's 2025 Franchise Disclosure Document, the remedy recommended by the arbitration panel is binding and final, offering no further recourse for either party involved in the dispute. This arbitration process is part of C12 Group's defined three-step dispute resolution process, which culminates in Christian arbitration.

The arbitration involves three Bible-believing Christian arbitrators. One arbitrator is selected by the franchisee, another by C12 Group, and the third is chosen by the two arbitrators already selected. This structured approach aims to provide a fair and unbiased resolution to disputes.

However, it's important to note that the binding nature of the arbitration is subject to state law. This means that specific state regulations may impact the enforceability or interpretation of the arbitration outcome. Prospective franchisees should be aware of the arbitration process and its implications, as it represents the final step in resolving disputes with C12 Group.

Disclaimer: This information is extracted from the 2025 Franchise Disclosure Document and is provided for research purposes only. It does not constitute legal or financial advice. Consult with a franchise attorney before making any investment decisions.