FIT BODY BOOT CAMP MASTERMIND COACHING ADDENDUM TO THE FIT BODY BOOT CAMP, INC. FRANCHISE AGREEMENT
This Fit Body Boot Camp Mastermind Coaching Services Addendum (the “Addendum”) to the Fit Body Boot Camp, Inc. Franchise Agreement is made and entered into this ____ day of ____________, 20__ (the “Addendum Effective Date”), by and between Fit Body Boot Camp, Inc., a California corporation (“Franchisor,” “we,” “us” or “our”), and ______________, a[n] [individual/[STATE] corporation/[STATE] limited liability company] with an address at ___________________________ (“Franchisee”); and ___________, [each] an individual with an address at __________________________________ (“Guarantor”).
A. Franchisee and Franchisor are parties to the Fit Body Boot Camp, Inc. franchise agreement (the “Franchise Agreement”) governing Franchisee’s operation of the Fit Body Boot Camp franchised business located at (the “Franchised Business”);
B. Franchisee has expressed a desire to participate in the Fit Body Boot Camp® Mastermind coaching program offered by Franchisor or its designee (the “FMM Program”);
C. The parties wish to amend the Franchise Agreement to authorize Franchisee to participate in the FMM Program pursuant to the terms and conditions set forth in this Addendum.
NOW THEREFORE, in consideration of the mutual agreements, covenants and promises contained in this Addendum and for mutual consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows:
1. Background; Definitions.
a. The parties agree and acknowledge that the Background portion of this Addendum, including all definitions and provisions set forth therein, is hereby incorporated by reference as if fully set forth in this Section.
b. The definition of the term “Confidential Information” in the Franchise Agreement is amended to include any and all information disclosed to Franchisee relating to the FMM Program.
c. The definition of the term “Competing Business” in the Franchise Agreement is hereby amended to include any business engaged in offering, selling or providing business coaching services.
d. For purposes of this Addendum, if a capitalized term in this Addendum is not specifically defined herein, that term will be given the same definition that the term is afforded in the Franchise Agreement. The modified definitions set forth in this Addendum shall survive the termination or expiration of this Addendum.
2. FMM Program; Term.
a. Franchisee is hereby granted the right to participate in the FMM Program during the period commencing on the Addendum Effective Date and ending on the date that is the earlier to occur of: (a) the date the Franchise Agreement expires or is terminated (whichever occurs first); (b) sixty days following the date on which Franchisee provides written notice to Franchisor of Franchisee’s election to terminate its participation in the FMM Program; or (c) thirty days following the date on which Franchisor provides written notice to Franchisee of Franchisor’s election to terminate the FMM Program (the “FMM Term”).
b. Franchisor or its designee shall provide Fit Body Boot Camp® Mastermind coaching services to Franchisee during the FMM Term, which program may include Franchisee’s right to participate in a minimum of three in-person meetings each year and weekly or bi-weekly online or telephone sessions (as designated by Franchisor).
3. Fit Body Boot Camp Mastermind Coaching Fee. Franchisee shall pay to Franchisor or its designee a monthly Fit Body Boot Camp Mastermind Coaching fee of $997 (the “FMM Fee”) due and payable to Franchisor at the same time and in the same manner that Franchisee is required to pay Royalty Fees due and payable under the Franchise Agreement. Franchisor reserves the right to require Franchisee to pay the FMM Fee to Franchisor’s designee, and/or in a different manner and on different dates, in its sole discretion, effective on notice to Franchisee.
4. Third Party Suppliers. Franchisee acknowledges and agrees that Franchisor may designate third party suppliers to provide services in connection with Franchisee’s participation in the FMM Program and that Franchisor may pay referral fees and other consideration to persons and/or entities who refer candidates, including Franchisee to participate in the FMM Program.
5. Release by Franchisee. Franchisee, for themselves and all persons and entities claiming by, through, or under them, hereby release, acquit and forever discharge Franchisor and its present and former officers, employees, shareholders, directors, agents, servants, representatives, parents, affiliates, subsidiaries, franchisees, successors, and assigns (the “Franchisor Releasees”) from all obligations, claims, debts, demands, covenants, contracts, promises, agreements, liabilities, costs, attorneys’ fees, actions or causes of action whatsoever, whether known or unknown, which they, by themselves, on behalf of, or in conjunction with any other person, persons, partnership or corporation, has, had or claims to have against the Franchisor Releasees as of the date of this Agreement, including those arising out of or related to the offer or sale of the Franchised Business or Franchise Agreement or the operation of the Franchised Business, as well as the parties’ rights or obligations under the Franchise Agreement and any other agreement with the Franchisor Releasees. Franchisee represents and warrants that it has not assigned any of the claims released by this Agreement. Franchisee further represents and warrants that it will not initiate, or assist or cooperate with any third party in connection with, an action or other proceeding against any Franchisor Releasee in connection with the claims released in this Section.
6. Construction of Language. The language of this Addendum will be construed according to its fair meaning, and not strictly for or against either party. The parties have had a reasonable opportunity to review this Addendum. In the event of an ambiguity or if a question of intent or interpretation arises, this Addendum shall be construed as if drafted jointly by all of the parties, and no presumptions or burdens of proof shall arise in favor of any party by virtue of the authorship of any of the provisions of this Addendum. Headings are for reference purposes and do not control interpretation.
7. Multiple Copies or Counterparts of Agreement. The original and one or more copies of this Addendum may be executed by one or more of the parties hereto. In such event, all of such executed copies shall have the same force and effect as the executed original and all of such counterparts taken together shall have the effect of a fully executed original.
8. Entire Agreement. The Franchise Agreement and this Addendum constitute the entire, full, and complete agreement between the parties with respect to the subject matter contained herein and supersede any and all prior agreements. In the event of a conflict between the terms of the Franchise Agreement and this Addendum, the terms of this Addendum shall control. Except as amended by this Addendum, all the other terms and conditions of the Franchise Agreement are hereby ratified and confirmed, including the provisions related to governing law, attorneys’ fees and costs, venue and dispute resolution, all of which will also apply to any claims, causes of action or disputes arising out of or related to this Addendum.