Does the Focalpoint Coaching franchise agreement define the term 'joint venture'?
Focalpoint_Coaching Franchise · 2025 FDDAnswer from 2025 FDD Document
I further agree that, during the term of my employment/service/association or ownership participation, I will not, directly or indirectly, engage or participate in any Competitive Business (defined below in this paragraph), any of which such prohibited behavior I understand and hereby explicitly acknowledge would or could be injurious to, or (in Company's sole judgment) have an adverse effect upon, Company's protectable interests in the Confidential Information, the "FocalPoint" trademark or related Marks, or the goodwill and/or reputation of FocalPoint Franchised Businesses generally. I agree that, unless Company provides prior written consent in its sole discretion, I am prohibited from engaging in any Competitive Business as a proprietor, partner, investor, shareholder, director, officer, employee, principal, agent, advisor, or consultant. For purposes of this Agreement, a "Competitive Business" means (i) any business which derives more than twenty percent (20%) of its revenue from selling business training or business consulting services and/or selling or offering products similar to those offered or sold by the Business; or (ii) grants franchises or licenses to others to operate the type of business specified in the preceding subparagraph (i) (other than a FocalPoint Franchised Business operated under a franchise agreement with Company). Despite the foregoing definition of a Competitive Business, nothing under this Agreement or the Franchise Agreement will prevent Individual from owning for investment purposes less than two percent (2%) of a Competitive Business whose stock or other forms of ownership interest are publicly traded on a recognized United States stock exchange, and so long as neither Individual nor Franchisee controls the company in question.
Source: Item 22 — Contracts (FDD pages 56–57)
What This Means (2025 FDD)
Based on the 2025 Focalpoint Coaching Franchise Disclosure Document excerpts provided, there is no explicit definition of the term 'joint venture' within the franchise agreement or associated addenda. However, the document does address scenarios that could potentially overlap with joint venture activities, such as restrictions on engaging in competitive businesses. Specifically, the agreement outlines limitations on a franchisee's ability to participate in any business that derives a significant portion of its revenue from services similar to those offered by Focalpoint Coaching.
Item 22 includes addenda and riders to the franchise agreement that address specific state laws and modifications to certain sections of the agreement. These modifications cover aspects such as initial fees, waivers, and governing law, but do not include a definition of 'joint venture'. The document also details the rights and obligations of the franchisee, including compliance with system standards and protection of Focalpoint Coaching's trademarks and confidential information.
Given the absence of a specific definition, prospective Focalpoint Coaching franchisees should seek clarification from the franchisor regarding how the company interprets and treats collaborative business arrangements or partnerships that might resemble joint ventures. Understanding the franchisor's stance on such arrangements is crucial to avoid potential conflicts or breaches of the franchise agreement. It would be prudent to discuss specific scenarios with the franchisor to determine whether they would be permissible under the terms of the agreement.