Does the Focalpoint Coaching Nondisclosure and Non-Competition Agreement define 'Affiliates'?
Focalpoint_Coaching Franchise · 2025 FDDAnswer from 2025 FDD Document
Franchisor and its affiliates retain all rights with respect to FocalPoint Franchised Businesses, the Marks, the sale of identical, similar or dissimilar products and services, and any other activities Franchisor deems appropriate whenever and wherever Franchisor desires. Specifically, but without limitation, Franchisor reserves the following rights:
Franchisee therefore agrees that, during this Agreement's term and any renewal term, and unless Franchisor provides prior written consent in its sole discretion, neither Franchisee, any of Franchisee's owners, nor any of Franchisee's or Franchisee's owners' spouses will:
- (a) have any direct or indirect controlling or non-controlling interest as an owner – whether of record, beneficially, or otherwise – in a Competitive Business, wherever located or operating (except that equity ownership of 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 will not be deemed to violate this subparagraph);
- (b) perform services as a director, officer, manager, employee, consultant, representative, or agent for a Competitive Business, wherever located or operating;
- (c) divert or attempt to divert any actual or potential business or client of the Franchised Business or any FocalPoint Franchised Business to a Competitive Business; or
- (d) engage in any other activity which, in Franchisor's sole opinion, might injure the goodwill of the Marks or Franchise System.
Source: Item 22 — Contracts (FDD pages 56–57)
What This Means (2025 FDD)
The 2025 Focalpoint Coaching Franchise Disclosure Document (FDD) does not contain a specific definition of 'Affiliates' within the Nondisclosure and Non-Competition Agreement. However, the term 'affiliates' is mentioned in the context of the franchisor's rights and activities. Specifically, the FDD states that Focalpoint Coaching and its affiliates have invested time and effort in developing the FocalPoint franchise system. Additionally, the document mentions that Focalpoint Coaching and its affiliates retain all rights regarding FocalPoint Franchised Businesses, Marks, and the sale of products and services.
While the term 'affiliates' is used, the FDD does not provide a detailed explanation or definition of what entities constitute Focalpoint Coaching's affiliates. This lack of clarity could create uncertainty for a prospective franchisee regarding the scope of the franchisor's network and potential competitive activities.
Therefore, it is important for a prospective Focalpoint Coaching franchisee to seek clarification from the franchisor regarding the definition of 'affiliates' and the implications of the franchisor's and its affiliates' retained rights. Understanding the scope and nature of these affiliated entities is crucial for assessing potential competition and the overall business environment.