Are there any specific clauses highlighted in the text regarding C12 Group contracts?
C12_Group Franchise · 2025 FDDAnswer from 2025 FDD Document
[Item 22: CONTRACTS]
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.
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.
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.
[Item 22: CONTRACTS]
IX. Covenants
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- During the Term. Franchisee agrees to not own an interest or participate in any business viewed as competitive, injurious, or incompatible with Franchisor and the C12 Franchised Business. Franchisee agrees to engage in the C12 Franchised Business as Franchisee's primary vocation with no other vocational interests that may materially adversely impair Franchisee's ability to perform Franchisee's obligations hereunder.
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- Post-Termination Non-Competition. For two (2) years after the termination of this Agreement for any reason, Franchisee shall not directly or indirectly own an interest in or otherwise be employed by or engaged with a Competitive Business within the Territory, within ten (10) miles of the Territory, within the territory of any other C12 franchise, or within ten (10) miles of the territory of any other C12 franchise. For purposes of this Section, a "Competitive Business" is any business that offers peer mentorship and coaching to Christian business leaders. The post-termination non-competition obligations under this Section shall not apply if Franchisee pays Franchisor the Exit Fee described above.
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- Non-Solicitation of Members. Franchisee agrees to not purposely solicit (either directly or indirectly) any prospective C12 member who lives and works in the territory of another C12 franchisee. Such 'poaching' is deemed by C12 to be a material breach of this Agreement that strikes at the unity of the C12 franchise system and is grounds for termination upon notice to Franchisee. If one of Franchisee's C12 members desires, for any reason, to consider becoming a member of a Business Forum in another C12 franchisee's territory and personally initiates a request to transfer their membership to another group, Franchisee shall enable the member to attend a full meeting in the other group (presuming room exists for their potential membership) before they reach a final decision. This C12 policy is aimed at serving the best
interests of each member and is ultimately deemed as the best policy for C12 franchisees. In such a scenario, Franchisee agrees that there will be no compensation to either Franchisee or the other C12 franchisee as a result of a member choosing to make such a transfer.
[Item 22: CONTRACTS]
The C12 Group, LLC Print Name: Print Name: Its: Its:
NORTH DAKOTA ADDENDUM TO FRANCHISE AGREEMENT
With respect to Item 17(u) of the Disclosure Document and Section XII of the Franchise Agreement, in regard to Section 51-19-09 of the North Dakota Franchise Investment Law, all arbitration or mediation must take place at a location agreeable to all parties involved and may not be remote from the franchisee's place of business.
With respect to Item 17(v) of the Disclosure Document and Section XII of the Franchise Agreement, in regard to Section 51-19-09 of the North Dakota Franchise Investment Law, franchisees are not required to consent to the jurisdiction of the courts in Texas and may fall under the jurisdiction of the courts in North Dakota.
With respect to Item 17(w) of the Disclosure Document and Section XII of the Franchise Agreement, in regard to Section 51-19-09 of the North Dakota Franchise Investment Law, the agreement shall be governed according to the laws of the State of North Dakota or a non-specified State agreed to by all parties.
North Dakota Franchise Investment Law, Section 51-19-10 prohibits a franchisee from waiving his rights to a jury trial. To the extent that this Franchise Agreement is governed by North Dakota law, any provisions to the contrary in the Franchise Agreement are hereby deemed to be deleted.
The C12 Group, LLC Print Name: Print Name: Its: Its:
WASHINGTON ADDENDUM TO THE FRANCHISE DISCLOSURE DOCUMENT, FRANCHISE AGREEMENT, AND RELATED AGREEMENTS
In the event of a conflict of laws, the provisions of the Washington Franchise Investment Protection Act, Chapter 19.100 RCW will prevail.
RCW 19.100.180 may supersede the franchise agreement in your relationship with the franchisor including the areas of termination and renewal of your franchise. There may also be court decisions which may supersede the franchise agreement in your relationship with the franchisor including the areas of termination and renewal of your franchise.
Source: Item 22 — CONTRACTS (FDD page 46)
What This Means (2025 FDD)
According to the 2025 C12 Group Franchise Disclosure Document, several clauses pertain to the franchise agreement. The agreement emphasizes a commitment to Christian values, requiring members to adhere to group confidentiality and Christian conflict resolution. C12 Group 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. Franchisees must meet minimum performance standards to maintain territorial exclusivity, based on market data and the percentage of practicing Christians in the region. Failure to meet these standards may result in territory reduction or the introduction of another franchisee.
The C12 Group agreement also includes covenants regarding non-competition and non-solicitation. Franchisees are prohibited from engaging in any business deemed competitive or incompatible with C12 during the term of the agreement. Post-termination, for two years, franchisees cannot participate in a competitive business within their territory, nearby areas, or other C12 franchise territories, unless they pay an exit fee. Soliciting prospective C12 members from other franchisees' territories is considered a material breach of the agreement.
Addenda to the franchise agreement address specific state laws, such as those in North Dakota and Washington. The North Dakota addendum stipulates that arbitration or mediation must occur at a location agreeable to all parties and within the franchisee's place of business. Franchisees in North Dakota are not required to consent to Texas court jurisdiction and are protected from waiving their right to a jury trial. The Washington addendum states that the Washington Franchise Investment Protection Act supersedes the franchise agreement in case of conflicting laws, particularly regarding termination and renewal.