Ivybrook_Academy 2025 Franchise FAQ - FDD Ninja

Question 1

What is the consequence if the publicity surrounding a significant issue is likely to have a material adverse effect on the reputation of the Ivybrook Academy franchise?

Accepted Answer

Franchisee shall follow Franchisor's policies and procedures for managing public relations and crisis communications as Franchisor directs in the Confidential Brand Standards Manual or otherwise.

For purposes of this Agreement, a "significant issue" includes (but is not limited to) any allegation or occurrence of abuse, neglect, or mistreatment of a child; any serious injury to child on the premises of the Franchised Business, any outbreak of serious illness associated with the Franchised Business, any allegation or discovery that a child has been released to an unauthorized person; any occurrence of unlawful conduct in the Franchised Business; or any allegation or discovery of any hazardous or unlawful substance associated with the Franchised Business.

Franchisor will have the right to take control of the management of communications if Franchisor determines that the publicity surrounding the significant issue is likely to have a material adverse effect on the reputation or goodwill of the Franchised Business, Marks, System, or Franchisor.

Franchisee will obtain Franchisor's consent before any press releases, interviews or public statements are issued by Franchisee, or anyone on its behalf, about events that are likely to receive or are receiving significant negative public attention related to the Franchised Business, Marks, System, or Franchisor.

- 13.9 Compliance with Good Business Practices.

Franchisee acknowledges that the quality of customer service provided by the Franchised Business is material to this Agreement and the relationship created and licenses granted hereby.

Therefore, Franchisee shall endeavor to maintain high standards of quality and service in the operation of the Franchised Business.

Franchisee shall

at all times give prompt, courteous and efficient service to customers of the Franchised Business. The Franchised Business shall in all dealings with its customers, suppliers and the general public, adhere to the highest standards of honesty, fair dealing and ethical conduct. If Franchisor deems that Franchisee did not fairly handle a customer complaint, Franchisor has the right (in addition to all other rights and remedies of Franchisor) to intervene and satisfy the customer. Franchisee shall reimburse Franchisor for all costs incurred by Franchisor in servicing a customer of the Franchised Business pursuant to this Section.

Source: Item 23 — Receipts. (FDD pages 54–207)

Question 2

Is an Ivybrook Academy franchisee allowed to establish an online presence that concerns the franchisor without written consent?

Accepted Answer

- 11.5 Online Presence and Marketing. With any Online Presence that constitutes advertising, marketing, or promotion, Franchisee shall comply with the terms of Section 6.7.
- 11.6 Programs and Promotions. Franchisor has the right to require Franchisee to participate in future loyalty programs, and national, regional, and local giveaways and promotions at Franchisee's expense. Franchisee may be required to provide free or discounted products or services as a result of such loyalty programs, giveaways, or promotions. Franchisor is not required to reimburse Franchisee for Franchisee's costs and expenses incurred as a result of these loyalty programs, giveaways, or promotions. Franchisee may be required to participate in loyalty programs, giveaways, or promotions, as Franchisor modifies them from time to time. This may mean that Franchisee is obligated to provide services to customers in accordance with the terms of the program and may be required to provide reimbursement to other Ivybrook Academy businesses. Franchisee must not issue or offer any loyalty or similar program without or prior approval. Franchisee must sell, issue, redeem, and honor loyalty program incentives and promotions Franchisor requires in accordance with Franchisor's procedures and policies.

#### §12 Accounting, Records and Reporting Obligations

- 12.1 Records. During the Initial Term and any Renewal Term Franchisee shall maintain full, complete, and accurate books, records, and accounts in accordance with the standard accounting system prescribed by Franchisor in the Confidential Brand Standards Manual or otherwise in writing.

Source: Item 23 — Receipts. (FDD pages 54–207)

Question 3

Does the Franchisee's insolvency, bankruptcy, or reorganization affect the Guarantor's liability under the Ivybrook Academy Franchise Agreement?

Accepted Answer

Each Guarantor consents and agrees that: (1) each Guarantor's liability will not be contingent or conditioned upon Franchisor's pursuit of any remedies against the Franchisee or any other person; (2) such liability will not be diminished, relieved or otherwise affected by the Franchisee's insolvency, bankruptcy or reorganization, the invalidity, illegality or unenforceability of all or any part of the Franchise Agreement, or the amendment or extension of the Franchise Agreement with or without notice to any or all Guarantors; (3) any liability shall not be diminished, relieved or otherwise affected by any extension of time, credit or other indulgence which Franchisor may grant to Franchisee or to any other person, including the acceptance of any partial payment or performance, or the compromise or release of any claims, none of which shall in any way modify or amend this Agreement, which shall be continuing and irrevocable; and (4) this Agreement shall apply in all modifications to the Franchise Agreement of any nature agreed to by Franchisee with or without any Guarantor receiving notice thereof. Each Guarantor's liability under this Agreement shall be direct, immediate, and independent of the liability of, and shall be joint and several with, Franchisee and, as applicable, any other guarantors of Franchisee. Each Guarantor shall render any payment or performance required under the Franchise Agreement upon demand if Franchisee fails or refuses punctually to do so. Franchisor may proceed against each Guarantor and Franchisee jointly and severally, or Franchisor may, at its option, proceed against any Guarantor, without having commenced any action, or having obtained any judgment against Franchisee.

Source: Item 23 — Receipts. (FDD pages 54–207)

Question 4

What guarantee must holders of interest in the Controlled Entity provide to Ivybrook Academy?

Accepted Answer

Therefore, during the Initial Term, neither Franchisee, its Affiliates, nor any holder of a legal or beneficial interest in Franchisee or its Affiliates (or any of their spouses or domestic partners), nor any officer, director, executive, manager or member of the professional staff of Franchisee or Franchisee's Affiliates for themselves, or through, on behalf of or in conjunction with any person, partnership, corporation, limited liability company or other business entity, shall:

- 7.3.1.1 divert or attempt to divert any business or customer of the Franchised Business to any Competitive Business;

- 7.3.1.2 do or perform any other act injurious or prejudicial to the goodwill associated with the Marks or the System; or

- 7.3.1.3 franchise, license, own an interest in, manage, operate, lease real estate to, or perform services for any Competitive Business wherever located.

- 7.3.2 Franchisee acknowledges that Franchisor would be unable to protect the Trade Secrets and other Confidential Information against unauthorized use or disclosure and would be unable to encourage a free exchange of ideas and information among Ivybrook Academy franchisees if owners of Franchised Businesses and members of their immediate families or households were permitted to solicit suppliers, business, and customers to a Competitive Business.

Therefore, during the Initial Term, neither Franchisee, its Affiliates, nor any holder of a legal or beneficial interest in Franchisee or its Affiliates (or any of their spouses or domestic partners), nor any officer, director, executive, manager or member of the professional staff of Franchisee or Franchisee's Affiliates for themselves, or through, on behalf of or in conjunction with any person, partnership, corporation, limited liability company or other business entity, shall:

- 7.3.2.1 solicit, divert or attempt to solicit or divert any person or party who is or was a customer of the Franchised Business at any time during the Initial Term, to any Competitive Business; or

- 7.3.2.2 solicit, divert, or attempt to solicit or divert, any supplier that has done business with the Franchised Business to provide supplies, products, equipment, merchandise, or services to a Competitive Business or to cease to provide supplies, products, equipment, merchandise, or services to IVYBROOK ACADEMY businesses.

Source: Item 23 — Receipts. (FDD pages 54–207)

Question 5

If the Ivybrook Academy franchisee defaults, what costs and fees is the guarantor responsible for?

Accepted Answer

In the event of termination for any default of Franchisee, such sums shall include, but not be limited to (i) all damages, costs and expenses, including reasonable attorneys' fees, Franchisor or any Affiliate incurs as a result of any defaults and termination, including with respect to litigation, arbitration, appellate or bankruptcy proceeding, (ii) all past due fees, such as Royalty Fees and Brand Fund Fees, and (iii) any other amounts due to Franchisor or any Affiliate.

Within 15 days of the date of expiration, nonrenewal, or termination, Franchisee shall pay in full all of the creditors and suppliers to the Franchised Business.

- 17.1.1.6 upon demand pay to Franchisor all costs and expenses, including reasonable attorneys' fees, incurred by Franchisor and its Affiliates subsequent to the termination,

nonrenewal, or expiration of the Franchise, including those incurred in obtaining injunctive or other relief for the enforcement of any provisions of this Agreement;

Source: Item 23 — Receipts. (FDD pages 54–207)

Question 6

What representation does Ivybrook Academy require from the franchisee regarding potential violations of other agreements?

Accepted Answer

If Franchisee is a corporation, a limited liability company or a partnership, Franchisee makes the following representations and warranties: (1) Franchisee is duly organized and validly existing under the laws of the state of its formation; (2) Franchisee is qualified to do business in the state or states in which the Franchised Business is located; (3) execution of this Agreement and the development and operation of the Franchised Business is permitted by its governing documents; and (4) Franchisee's articles of incorporation, articles of organization or written partnership agreement shall at all times provide that Franchisee's activities are limited exclusively to the development and operation of the IVYBROOK ACADEMY Franchised Business.

If Franchisee is a corporation, a limited liability company or a partnership, Franchisee has provided to Franchisor a current list of all owners and Franchisee agrees that Franchisee will advise Franchisor of any and all changes in ownership.

Source: Item 23 — Receipts. (FDD pages 54–207)

Question 7

Can Ivybrook Academy require a franchisee to spend the minimum local advertising amount with specific suppliers or on specific services or products?

Accepted Answer

- 11.2.1 Franchisee shall continuously promote the Franchised Business. Every month, Franchisee shall spend 1% of its Gross Revenue on advertising, promotions and public relations within the immediate locality surrounding the Franchised Business ("Local Advertising"). Such expenditures shall be made directly by Franchisee, subject to the prior approval and direction of Franchisor. Franchisor shall provide general guidelines to Franchisee for conducting Local Advertising. Within 30 days after the end of each month, Franchisee shall furnish to Franchisor an accurate accounting of the expenditures on Local Advertising for the preceding month. Any amounts Franchisee contributes to a cooperative advertising program pursuant to Section 11.4 will be credited towards Local Advertising. Franchisor shall have the right to require Franchisee to spend the required minimum local advertising amount with specific suppliers and on specific services or products. Franchisor reserves the right to require Franchisee to pay this amount to Franchisor or its Affiliate to use on Franchisee's behalf.
- 11.2.2 Franchisee shall submit to Franchisor, for its prior approval, all advertising, marketing, and promotional materials to be used by Franchisee including, but not limited to, digital advertisements, television ads, radio ads, ad copy, coupons, flyers, scripts and direct mail. Franchisor shall use reasonable efforts to provide notice of approval or disapproval within 20 days from the date all requested material is received by Franchisor. If Franchisor does not approve submitted materials by the end of such 20-day period, such materials shall be deemed to have received the required approval. Franchisee shall not use any advertising, marketing, or promotional material prior to approval by Franchisor. The submission of advertising, marketing, or promotional materials to Franchisor for approval shall not affect Franchisee's right to determine the prices at which Franchisee sells products or provides services.

Source: Item 23 — Receipts. (FDD pages 54–207)

Ivybrook_Academy 2025 FDD FAQ