Are there any dependencies mentioned in the text regarding C12 Group contracts?
C12_Group Franchise · 2025 FDDAnswer from 2025 FDD Document
provide such prospective members with contact information of the C12 franchisee whose Territory the prospective members live and work within.
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- C12 Group Membership. C12 membership is limited to Christian business Owners, CEOs, Presidents, and General Managers (and their team members) who give assent to Franchisor's Doctrine Statement or seek to understand these values and principles as they seriously consider the claims of Christ. Each member agrees to group confidentiality, Christian conflict resolution, and being a part of an 'iron sharpening iron' peer group process that requires both listening and speaking in mutual ministry efforts.
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- Minimum Performance Standards. Franchisee must achieve a minimum level of target market penetration to maintain exclusivity within Territory. Franchisor defines Franchisee's "Baseline Target" using publicly available data, including, without limitation, the relevant Intelligent Direct, Inc (IDI) dba GbBIS business census in the Territory and research data provided by The Barna Group on the percentage of 'practicing Christians' or 'evangelical Christians' by region to establish the market potential in regard to the number of prospective member companies within the Territory. Franchisee must achieve the minimum performance levels set forth in Section IV.8.a. to maintain exclusivity within the Territory. If Franchisee fails to achieve such minimum performance levels, Franchisor may reduce the size of Franchisee's Territory, authorize another franchisee to operate a C12 Group franchise within Franchisee's Territory, or operate a C12 Group business within Franchisee's Territory.
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- Trade Name and Marks. Franchisor owns certain trademarks, service marks, trade names, logotypes, internet domain names, commercial symbols, copyrighted materials, and proprietary processes and materials which Franchisee is licensed to use. This includes The C12 Group® service mark which is registered with the USPTO as a Principal Register federal registration in addition to any other marks C12 may establish from time to time. In addition, Franchisor owns several top-level internet domain names (i.e., .COM, .NET, .ORG) that have been registered with domain name registrars, including Franchisor's primary website. Franchisee agrees to use Franchisor's current and future trademarks, service marks, trade names, logotypes, and domain names only in the ways Franchisor has approved in advance in writing as Franchisor has set forth in its training and operating manuals or in other routine communications to C12 Group franchisees such as semi-annual training workshops and via Franchisor's web-based portal for franchisee materials, resources, and information. Franchisor's branding and marks shall only be used by Franchisee in conjunction with the delivery of approved C12 Group goods and services. Franchisor agrees to indemnify, defend, and hold Franchisee harmless in the event that Franchisee's use of Franchisor's trademarks in accordance with this Agreement infringes upon the intellectual property rights of a third party. Franchisee agrees to notify Franchisor immediately if and when Franchisee learns of an infringement or challenge to Franchisee's use of any of Franchisor's trademarks. Franchisee shall not directly or indirectly contest Franchisor's right to, or use of, the C12 trademarks, trade secrets, or proprietary materials and processes that are part of Franchisor's business format. If this Agreement is terminated, Franchisee agrees to immediately cease using Franchisor'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. Franchisee shall ensure compliance with this by returning
these materials to Franchisor or, if Franchisor directs, destroying them.
II. Term and Renewal
The Term of this Agreement begins upon the execution hereof and continues through December 31st of the calendar year following the year in which this Agreement is executed. For example, if this Agreement is executed on May 31, 2024, the Term shall expire on December 31, 2025. Unless sooner terminated, as hereafter provided, the Term of this Agreement is meant to be renewed each calendar year for additional one-year Renewal Terms (with each Renewal Term being one calendar year) so long as (i) both Franchisor and Franchisee agree to such renewal, (ii) Franchisee remains active in operating the Franchised Business, and (iii) Franchisee is in good standing under this Agreement. Being in good standing requires Franchisee to remain in compliance with the terms of this Agreement and Franchisee's agreement to any updates or changes in Franchisor's business model and Operations Manual that have occurred during the prior year. Any changes made in Franchisor's business model will be made at Franchisor's sole discretion and based on Franchisor's belief that the changes will strengthen the overall platform and enhance the C12 Group franchise system's long-term value to both members and franchisees. There is no additional renewal fee associated with these annual renewals. If there are material updates or changes, Franchisor may present Franchisee with a consent letter incorporating such terms, which shall act to renew this Agreement for another calendar year. Franchisor shall notify Franchisee of material changes to Royalty Fees and minimum membership fees (as the basis for calculating Royalty Fees) at least twelve (12) months before the expiration of the Term or any Renewal Term.
Franchisee shall notify Franchisor of Franchisee's intent to not renew the Term of this Agreement no later than ninety (90) days prior to the expiration of the Term, as may be renewed. If Franchisee elects to not renew the Term of this Agreement, Franchisee shall take all reasonable steps necessary to ensure the continuity of the Franchised Business or, if Franchisor decides to wind down the Franchised Business in Franchisor's sole discretion, the winding down of the Franchised Business, which processes may extend for a reasonable period of time beyond the expiration of the Term.
III. Franchisor's Duties
- New Chair Training. Before Franchisee commences operation, Franchisor will provide Franchisee with a mandatory five-week training program ("New Chair Training"), including four weeks of guided selfstudy combined with weekly live webinar training with a C12 Chair Trainer, followed by a one-week onsite training at Franchisor's Headquarters in San Antonio, TX ("Training Week"). By the conclusion of Training Week, Franchisor will determine in its sole discretion whether Franchisee has sufficiently demonstrated the ability to launch and successfully operate a C12 Franchised Business. If Franchisor determines that Franchisee has not satisfactorily completed New Chair Training, Franchisor will give Franchisee the option to either (i) complete a Remediation Plan or (ii) terminate the Franchise Agreement. If Franchisee elects to complete a Remediation Plan, Franchisor will specify actions that Franchisee must take and other requirements for Franchisee to meet in order to pass New Chair Training or, at Franchisor's option, Franchisee may attend a subsequent Training Week provided that Franchisee pay the additional cost of $2,500 plus travel, hotel, and meals. If Franchisee elects to terminate the Franchise Agreement, Franchisor will refund the Franchise Fee and any unspent portions of the Prepaid Marketing Fund, subject to Franchisee's agreement to remain bound by the confidentiality and non-competition obligations Franchisee previously agreed to under this Agreement before attending New Chair Training. Additionally, if Franchisor determines Franchisee is not making sufficient progress on a Remediation Plan, Franchisor reserves the right to give Franchisee written notice of termination of the Franchise Agreement. If Franchisor terminates the Franchise Agreement as provided for in this Section, Franchisor will refund only any unspent portions of the Prepaid Marketing Fund. All other franchise and training fees are non-refundable. Franchisor reserves the right to require Franchisee to re-attend New Chair Training if, in Franchisor's sole discretion, Franchisee
is in need of such additional training.
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- Sales Training Series. Franchisor will host a Sales Training Series, which Franchisee must attend. Currently, the Sales Training Series consists of one-hour telephone coaching sessions once per week for thirteen (13) weeks and will begin in parallel with the four (4) weeks of guided self-study described above in Section III.1.
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- Area Chair Training Kit. Prior to attending Training Week and upon Franchisee's payment of the Training and Technology Fee, Franchisor will send Franchisee the C12 Group Area Chair Training Kit, which consists of the training curriculum, business plan documents, reading and reference materials, and other C12 branded items.
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- New Chair Supply Kit. Before Franchisee commences operation, Franchisor will supply Franchisee with initial start-up materials to aid in prospect development and meeting facilitation, including guest binders, access to the C12 App and website-based resources, and marketing/promotional materials. Franchisee will also receive an annual credit equal to $500 to use to purchase C12 promotional materials from Franchisor's online store.
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- Introductory Meeting. Before Franchisee commences operation, Franchisor will work with Franchisee to co-plan an initial C12 introductory event, where an experienced C12 leader will travel to Franchisee's Territory at no cost to Franchisee to provide a C12 overview presentation and introductory C12 materials to Franchisee's local prospects and help Franchisee answer questions. Franchisee will incur the cost of locally hosting the event (typically a breakfast or luncheon) which will be scheduled to coincide with the availability of one of Franchisor's leaders. Franchisor will provide Franchisee with a turnkey C12 direct mail campaign and/or email campaign to assist in generating prospects for this initial meeting. Moneys available from Franchisee's Prepaid Marketing Fund will directly fund this direct mail or email campaign.
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- Website Directory Content. Before Franchisee commences operation, Franchisor will post and maintain easy-to-search information on Franchisee, Franchisee's Territory, noteworthy local information, and planned area event/meeting dates and locations on Franchisor's website if Franchisee furnishes the necessaryinformation.
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- Ongoing Consultation.
Source: Item 22 — CONTRACTS (FDD page 46)
What This Means (2025 FDD)
According to the 2025 C12 Group FDD, several dependencies and obligations are outlined within the franchise agreement. The franchisee's ability to maintain exclusivity within their territory is dependent on achieving minimum performance standards, which C12 Group defines using data from sources like Intelligent Direct, Inc (IDI) and The Barna Group to assess market potential based on the number of 'practicing Christians' or 'evangelical Christians' in the region. Failure to meet these performance levels could result in C12 Group reducing the franchisee's territory, authorizing another franchise within that territory, or operating a C12 Group business there themselves. This clearly ties the franchisee's territorial rights to their performance in penetrating the target market.
Additionally, the franchisee is heavily dependent on C12 Group's System Standards, which C12 Group can modify at any time. The franchisee must comply with these changes, utilizing C12 Group's agendas, materials, logos, websites, and brand standards without deviation unless approved in writing. This extends to fixed meeting dates, locations, and standard service delivery approaches. The franchisee's role is defined as a facilitator adhering to C12 Group's model, rather than a teacher or preacher, and they are restricted from using C12 Group's intellectual property beyond permitted uses without prior written permission. They also must keep C12 Group's website updated with their local information and provide members access to C12 Group's global web functionalities.
Moreover, the franchise agreement itself, along with a General Release Agreement, are exhibits to the disclosure document. The franchisee's operations are subject to C12 Group's rules, regulations, methods, procedures, programs, policies, and standards, which can be modified at C12 Group's discretion. The franchisee is limited to offering and selling only those services and products approved by C12 Group. Certain state addenda, such as those for North Dakota and Washington, stipulate that local franchise laws supersede certain clauses in C12 Group's standard franchise agreement, particularly concerning dispute resolution, jurisdiction, and franchisee rights, adding another layer of dependency on local legal frameworks. The C12 Group franchise agreement is renewed annually with no additional charges.