What is considered an 'affiliate' in the Healthsource Chiropractic agreement?
Healthsource_Chiropractic Franchise · 2025 FDDAnswer from 2025 FDD Document
e Fees and Advertising Fees due us does not constitute a waiver of any of your obligations to provide us with monthly reports as provided in Section 12, nor shall it be deemed a waiver of any of the rights and remedies available to us under this Agreement.
- 6.7 Application of Payments; No Set-Off. When we receive a payment from you, we have the right in our sole discretion to apply it as we see fit to any past due indebtedness of yours due to us or our affiliates, whether for Continuing Franchise Fees, Advertising Fees, purchases, interest, or for any other reason, regardless of how you may designate a particular payment should be applied. You may not, on grounds of alleged non-performance by HealthSource Chiropractic of its obligations under this Agreement, withhold payment of Continuing Franchise Fees and/or any other amounts due to HealthSource Chiropractic and/or its related parties or affiliates.
- 6.8 Modification of Payments. If, by operation of law or otherwise, any fees contemplated by this Agreement cannot be based upon gross revenues, then you and we agree to negotiate in good faith an alternative fee arrangement. If you and we are unable to reach an agreement on an alternative fee arrangement, then HealthSource Chiropractic reserves the right to terminate this Agreement upon notice to you, in which case all of the post-termination obligations set forth in Section 16 shall apply.
7. MARKS; COPYRIGHTED WORKS.
7.1 Ownership and Goodwill of Marks
- a.
Source: Item 23 — Receipts (FDD pages 77–282)
What This Means (2025 FDD)
According to the 2025 Healthsource Chiropractic Franchise Agreement, the term 'affiliate' is referenced in several contexts, but a specific definition of what constitutes an affiliate is not provided. The document mentions that Healthsource Chiropractic may apply payments to debts owed to its affiliates. Additionally, Clinics owned by Healthsource Chiropractic or its affiliates are required to contribute to the Ad Fund on the same basis as franchisees.
The agreement also states that franchisees may not withhold payments due to Healthsource Chiropractic or its affiliates based on alleged non-performance. Furthermore, the franchisee's obligation to maintain accounts and records extends to amounts owed to Healthsource Chiropractic, its affiliates, and related persons even after the agreement is terminated.
While the FDD uses the term 'affiliates' multiple times, it does not explicitly define what entities or relationships constitute an affiliate of Healthsource Chiropractic. A prospective franchisee should seek clarification from Healthsource Chiropractic regarding the definition of 'affiliate' to fully understand the scope of these obligations and how it might affect their business.