Trademark Trial and Appeal Board Electronic Filing System. https://estta.uspto.gov
`
`ESTTA Tracking number:
`
`ESTTA1125602
`
`Filing date:
`
`04/07/2021
`
`IN THE UNITED STATES PATENT AND TRADEMARK OFFICE
`BEFORE THE TRADEMARK TRIAL AND APPEAL BOARD
`
`Proceeding
`
`91249446
`
`Party
`
`Correspondence
`Address
`
`Submission
`
`Filer's Name
`
`Filer's email
`
`Signature
`
`Date
`
`Attachments
`
`Plaintiff
`Music Makers Holdings LLC
`
`SHELDON H KLEIN
`LATHROP GPM LLP
`600 NEW HAMPSHIRE AVENUE NW THE WATERGATE - SUITE 700
`WASHINGTON, DC 20037
`UNITED STATES
`Primary Email: sheldon.klein@lathropgpm.com
`Secondary Email(s): molly.littman@lathropgpm.com, cyn-
`thia.hefferan@lathropgpm.com, trademark@lathropgpm.com
`202-295-2200
`
`Testimony For Plaintiff
`
`Molly R. Littman
`
`molly.littman@lathropgpm.com, sheldon.klein@lathropgpm.com, trade-
`mark@lathropgpm.com, lois.siljander@lathropgpm.com
`
`/Molly R. Littman/
`
`04/07/2021
`
`Exhibit 2 Part 1 to Sakell Declaration.pdf(5202492 bytes )
`Exhibit 2 Part 2 to Sakell Declaration.pdf(5080612 bytes )
`Exhibit 2 Part 3 to Sakell Declaration.pdf(5188638 bytes )
`Exhibit 2 Part 4 to Sakell Declaration.pdf(5104640 bytes )
`Exhibit 2 Part 5 to Sakell Declaration.pdf(5117992 bytes )
`Exhibit 2 Part 6 to Sakell Declaration.pdf(5180973 bytes )
`Exhibit 2 Part 7 to Sakell Declaration.pdf(4035472 bytes )
`
`

`

`EXHIBIT 2
`EXHIBIT 2
`
`

`

`FRANCHISE DISCLOSURE DOCUMENT
`
`
`
`AMERICA’S MUSIC SCHOOL LLC
`(a Marylandlimited liability company)
`7500 Old Georgetown Road, Suite 1400
`Bethesda, MD 20814
`855-227-7570
`www. Bachtorock.com
`franchise@bachtorock.com
`
`America’s Music School LLC offers franchises for the establishment and operation of “Bach to
`Rock” music education centers that utilize a distinctive teaching method based on theprinciple
`that music instruction is most effective when conducted in a socially interactive environment.
`The Bach to Rock music education centers, or schools, offer a diverse variety of classes and
`programs for children and adults, including group classes, private lessons, band sessions, early
`childhood classes, and special events programming.
`
`The total investment necessary to begin operation of a Bach to Rock franchise is $340,500 to
`$507,500. This includes $40,000 that must be paid to the franchisororits affiliates.
`If you sign
`an Area Development Agreement to develop multiple Bach to Rock schools in a specified area,
`you must also pay the franchisor an area development fee equal to the greater of 50%ofinitial
`franchise fees that are required for each Bach to Rock school or $17,500.
`
`This disclosure document summarizes certain provisions of your franchise agreement and other
`information in plain English. Read this disclosure document and all accompanying agreements
`carefully. You must receive this disclosure documentat least 14 calendar days before you sign
`a binding agreement with, or make any payment to, the franchisor or an affiliate in connection
`with the proposed franchise sale. Note, however, that no governmental agency has verified
`the information contained in this document.
`
`You maywish to receive your disclosure documentin another format that is more convenient for
`you.
`To discuss the availability of disclosures in different formats, contact Ralph Rillon,
`America’s Music School LLC, 7500 Old Georgetown Road, Suite 1400, Bethesda, MD 20814,
`855-227-7570, or franchise@bachtorock.com.
`
`The terms of your contract will govern your franchise relationship. Don’t rely on the disclosure
`document alone to understand your contract. Read all of your contract carefully. Show your
`contract and this disclosure documentto an advisor, like a lawyer or an accountant.
`
`Buying a franchise is a complex investment. The information in this disclosure document can
`help you make up your mind. More information on franchising, such as “A Consumer’s Guide to
`Buying a Franchise,” which can help you understand how to usethis disclosure document,
`is
`available from the Federal Trade Commission. You can contact the FTC at 1-877-FTC-HELPor
`by writing to the FTC at 600 Pennsylvania Avenue, NW, Washington, D.C. 20580. You can also
`visit the FTC’s home page at www.ftc.gov for additional information. Call your state agency or
`visit your public library for other sources of information on franchising.
`
`There may also be laws on franchising in your state. Ask your state agencies about them.
`
`The issuance date of this Franchise Disclosure Documentis: April 20, 2017.
`
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`

`

`STATE COVER PAGE
`
`Your state may have a franchise law that requires a franchisor to register or file with a state
`franchise administrator before offering or selling in your state.
`REGISTRATION OF A
`FRANCHISE BY A STATE DOES NOT MEAN THAT THE STATE RECOMMENDS THE
`FRANCHISE OR HAS VERIFIED THE INFORMATION IN THIS DISCLOSURE DOCUMENT.
`
`Call the state franchise administrator listed in Exhibit F for information about the franchisor, or
`aboutfranchising in your state.
`
`MANY FRANCHISE AGREEMENTS DO NOT ALLOW YOU TO RENEW UNCONDITIONALLY
`AFTER THE INITIAL TERM EXPIRES. YOU MAY HAVE TO SIGN A NEW AGREEMENT
`WITH DIFFERENT TERMS AND CONDITIONS IN ORDER TO CONTINUE TO OPERATE
`YOUR BUSINESS. BEFORE YOU BUY, CONSIDER WHAT RIGHTS YOU HAVE TO RENEW
`YOUR FRANCHISE,IF ANY, AND WHAT TERMS YOU MIGHT HAVE TO ACCEPT IN ORDER
`TO RENEW.
`
`Please consider the following RISK FACTORSbefore you buythis franchise:
`
`*4.
`
`*2.
`
`3.
`
`THE FRANCHISE AGREEMENT REQUIRES YOU TO RESOLVEDISPUTES WITH US
`BY MEDIATION OR LITIGATION ONLY IN MARYLAND. OUT OF STATE MEDIATION
`OR LITIGATION MAY FORCE YOU TO ACCEPT A LESS FAVORABLE SETTLEMENT
`FOR DISPUTES. IT MAY ALSO COST MORE TO MEDIATE OR LITIGATE WITH US IN
`MARYLAND THAN IN YOUR OWN STATE.
`
`THE FRANCHISE AGREEMENT PROVIDES THAT MARYLAND LAW GOVERNS THE
`AGREEMENT, EXCEPT TO THE EXTENT THAT THE LANHAM ACT GOVERNS.
`MARYLAND LAW MAY NOT PROVIDE THE SAME PROTECTIONS AND BENEFITS
`AS LOCAL LAW. YOU MAY WANT TO COMPARE THESE LAWS.
`
`THE FRANCHISE AGREEMENT REQUIRES THAT THE SPOUSE OF CERTAIN
`OWNERS OF THE FRANCHISEE ENTITY MUST SIGN A PERSONAL GUARANTEE
`ALONG WITH THE OWNER, MAKING THE SPOUSE JOINTLY AND SEVERALLY
`LIABLE FOR THE OBLIGATIONS UNDER THE FRANCHISE AGREEMENT, WHICH
`MAY PLACE THE SPOUSE’S ASSETS, OR COMMUNITY ASSETS, AT RISK. YOU
`MAY WANT TO CONSIDER THIS WHEN MAKING A DECISION TO PURCHASE THIS
`FRANCHISE OPPORTUNITY.
`
`4.
`
`THERE MAY BE OTHER RISKS CONCERNING THIS FRANCHISE.
`
`Certain states require the
`law may supersede these agreement provisions.
`* Local
`superseding provisions to appear in an addendum to this Disclosure Document (see Exhibits K
`and L).
`
`Currently, we use the services of several FRANCHISE BROKERSorreferral sources to
`assist us in selling our franchise. A franchise broker or referral source represents us,
`not you.
`If a franchise brokersells our franchise or refers you to us, we will pay the
`brokera fee for this. You should makesure to do your owninvestigation of the
`franchise.
`
`Effective Date: See the next page for state effective dates.
`
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`

`STATE EFFECTIVE DATES
`
`The following states require that the Franchise Disclosure Documentbe registered orfiled with
`the state, or be exempt
`from registration:
`California, Hawaii,
`Illinois,
`Indiana, Maryland,
`Michigan, Minnesota, New York, North Dakota, Rhode Island, South Dakota, Virginia,
`Washington, and Wisconsin.
`
`This Franchise Disclosure Document is registered, on file, or exempt from registration in the
`following states having franchise registration disclosure laws:
`
`
`
`STATES
`
`EFFECTIVE DATE
`
`calvesdPC—“—™S™S~™~S™SOSCC‘*
`
`Florida
`October 25, 2016
`
`Hawaii
`
`a M
`
`
`
`
`
`arylandi
`Minnesotai
`Rhode IslandSe
`
`
`
`[NorhoakotaPC™—~—SSCSY
`
`
`
`SS
`Washington
`
`Wisconsin
`
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`

`

`ADDENDUM FORTHE STATE OF MICHIGAN
`
`THE STATE OF MICHIGAN PROHIBITS CERTAIN UNFAIR PROVISIONS THAT ARE
`SOMETIMES IN FRANCHISE DOCUMENTS.
`IF ANY OF THE FOLLOWING PROVISIONS
`ARE IN THESE FRANCHISE DOCUMENTS, THE PROVISIONS ARE VOID AND CANNOT
`BE ENFORCED AGAINST YOU:
`
`(A)
`
`(B)
`
`(C)
`
`(D)
`
`A PROHIBITION ON THE RIGHT OF A FRANCHISEE TO JOIN AN
`ASSOCIATION OF FRANCHISEES.
`
`A REQUIREMENT THAT A FRANCHISEE ASSENT TO A RELEASE,
`ASSIGNMENT, NOVATION, WAIVER, OR ESTOPPEL WHICH DEPRIVES A
`FRANCHISEE OF RIGHTS AND PROTECTIONS PROVIDED IN THIS ACT.
`THIS SHALL NOT PRECLUDE A FRANCHISEE, AFTER ENTERING INTO A
`FRANCHISE AGREEMENT, FROM SETTLING ANY AND ALL CLAIMS.
`
`A PROVISION THAT PERMITS A FRANCHISOR TO TERMINATE A
`FRANCHISE PRIOR TO THE EXPIRATION OF ITS TERM EXCEPT FOR
`GOOD CAUSE. GOOD CAUSE SHALL INCLUDE THE FAILURE OF THE
`FRANCHISEE TO COMPLY WITH ANY LAWFUL PROVISIONS OF THE
`FRANCHISE AGREEMENT AND TO CURE SUCH FAILURE AFTER BEING
`GIVEN WRITTEN NOTICE THEREOF AND A REASONABLE OPPORTUNITY,
`WHICH IN NO EVENT NEED BE MORE THAN
`30 DAYS, TO CURE SUCH FAILURE.
`
`APROVISION THAT PERMITS A FRANCHISOR TO REFUSE TO RENEW
`A FRANCHISE WITHOUT FAIRLY COMPENSATING THE FRANCHISEE BY
`REPURCHASE OR OTHER MEANS FOR THE FAIR MARKET VALUE, AT
`THE TIME OF EXPIRATION, OF THE FRANCHISEE’S INVENTORY,
`SUPPLIES,
`EQUIPMENT,
`FIXTURES, AND FURNISHINGS.
`PER-
`SONALIZED MATERIALS WHICH HAVE NO VALUE TO THE FRANCHISOR
`AND
`INVENTORY,
`SUPPLIES,
`EQUIPMENT,
`FIXTURES,
`AND
`FURNISHINGS NOT REASONABLY REQUIRED IN THE CONDUCT OF
`THE FRANCHISED BUSINESS ARE NOT SUBJECT TO COMPENSATION.
`THIS SUBSECTION APPLIES ONLY IF:
`(I) THE TERM OF THE
`FRANCHISE IS LESS THAN 5 YEARS; AND (II) THE FRANCHISEE IS
`PROHIBITED BY THE FRANCHISE OR OTHER AGREEMENT FROM
`CONTINUING TO CONDUCT SUBSTANTIALLY THE SAME BUSINESS
`UNDER ANOTHER TRADEMARK,
`SERVICE MARK, TRADE NAME,
`LOGOTYPE, ADVERTISING, OR OTHER COMMERCIAL SYMBOL IN THE
`SAME AREA SUBSEQUENT TO THE EXPIRATION OF THE FRANCHISE
`OR THE FRANCHISEE DOES NOT RECEIVE AT LEAST 6 MONTHS
`ADVANCE NOTICE OF FRANCHISOR’S INTENT NOT TO RENEW THE
`FRANCHISE.
`
`(E)
`
`A PROVISION THAT PERMITS THE FRANCHISOR TO REFUSE TO
`RENEW A FRANCHISE ON TERMS GENERALLY AVAILABLE TO OTHER
`FRANCHISEES OF THE SAME CLASS OR TYPE UNDER SIMILAR
`CIRCUMSTANCES.
`THIS SECTION DOES NOT REQUIRE A RENEWAL
`PROVISION.
`
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`

`

`(F)
`
`(G)
`
`(H)
`
`A PROVISION REQUIRING THAT ARBITRATION OR LITIGATION BE
`CONDUCTED OUTSIDE THIS STATE. THIS SHALL NOT PRECLUDE THE
`FRANCHISEE FROM ENTERING INTO AN AGREEMENT, AT THE TIME
`OF ARBITRATION, TO CONDUCT ARBITRATION AT A LOCATION
`OUTSIDE THIS STATE.
`
`A PROVISION WHICH PERMITS A FRANCHISOR TO REFUSE TO
`PERMIT A TRANSFER OF OWNERSHIP OF A FRANCHISE, EXCEPT
`FOR GOOD CAUSE. THIS SUBDIVISION DOES NOT PREVENT A
`FRANCHISOR FROM EXERCISING A RIGHT OF FIRST REFUSAL TO
`PURCHASE THE FRANCHISE. GOOD CAUSE SHALL INCLUDE, BUT IS
`NOT LIMITED TO:
`
`(i)
`
`(ii)
`
`(iii)
`
`(iv)
`
`THE FAILURE OF THE PROPOSED FRANCHISEE TO MEET
`THE
`FRANCHISOR’S
`THEN CURRENT REASONABLE
`QUALIFICATIONS OR STANDARDS.
`
`THE FACT THAT THE PROPOSED TRANSFEREE IS A
`COMPETITOR OF THE FRANCHISOR OR SUBFRANCHISOR.
`
`THE UNWILLINGNESS OF THE PROPOSED TRANSFEREE
`TO AGREE IN WRITING TO COMPLY WITH ALL LAWFUL
`OBLIGATIONS.
`
`THE FAILURE OF THE FRANCHISEE OR PROPOSED
`TRANSFEREE TO PAY ANY SUMS OWING TO THE
`FRANCHISOR OR TO CURE ANY DEFAULT IN THE
`FRANCHISE AGREEMENT EXISTING AT THE TIME OF THE
`PROPOSED TRANSFER.
`
`A PROVISION THAT REQUIRES THE FRANCHISEE TO RESELL TO
`THE FRANCHISOR ITEMS THAT ARE NOT UNIQUELY IDENTIFIED WITH
`THE FRANCHISOR.
`THIS SUBDIVISION DOES NOT PROHIBIT A
`PROVISION THAT GRANTS TO A FRANCHISOR A RIGHT OF FIRST
`REFUSAL TO PURCHASE THE ASSETS OF A FRANCHISE ON THE SAME
`TERMS AND CONDITIONS AS A BONA FIDE THIRD PARTY WILLING AND
`ABLE TO PURCHASE THOSE ASSETS, NOR DOES THIS SUBDIVISION
`PROHIBIT A PROVISION THAT GRANTS THE FRANCHISOR THE RIGHT
`TO ACQUIRE THE ASSETS OF A FRANCHISE FOR THE MARKET OR
`APPRAISED VALUE OF SUCH ASSETS IF THE FRANCHISEE HAS
`BREACHED THE
`LAWFUL
`PROVISIONS OF
`THE
`FRANCHISE
`AGREEMENT AND HAS FAILED TO CURE THE BREACH IN THE MANNER
`PROVIDED IN SUBDIVISION (C).
`
`(l)
`
`A PROVISION WHICH PERMITS THE FRANCHISOR TO DIRECTLY OR
`INDIRECTLY CONVEY, ASSIGN, OR OTHERWISE TRANSFER ITS
`OBLIGATIONS TO FULFILL CONTRACTUAL OBLIGATIONS TO THE
`FRANCHISEE UNLESS PROVISION HAS BEEN MADE FOR PROVIDING
`THE REQUIRED CONTRACTUAL SERVICES.
`
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`

`

`THE FACT THAT THERE IS A NOTICE OF THIS OFFERING ON FILE WITH THE
`ATTORNEY GENERAL DOES NOT CONSTITUTE APPROVAL, RECOMMENDATION, OR
`ENDORSEMENT BY THE ATTORNEY GENERAL.
`
`*
`
`*
`
`*
`
`*
`
`IF THE FRANCHISOR’S MOST RECENT FINANCIAL STATEMENTS ARE UNAUDITED
`AND SHOW A NET WORTH OF LESS THAN $100,000.00, THE FRANCHISOR MUST, AT
`THE REQUEST OF THE FRANCHISEE, ARRANGE FOR THE ESCROW OF INITIAL
`INVESTMENT AND OTHER FUNDS
`PAID BY THE FRANCHISEE UNTIL THE
`OBLIGATIONS
`TO PROVIDE
`REAL
`ESTATE,
`IMPROVEMENTS,
`EQUIPMENT,
`INVENTORY, TRAINING, OR OTHER ITEMS INCLUDED IN THE FRANCHISE OFFERING
`ARE FULFILLED. AT THE OPTION OF THE FRANCHISOR, A SURETY BOND MAY BE
`PROVIDED IN PLACE OF ESCROW.
`
`*
`
`*
`
`*
`
`*
`
`THE NAME AND ADDRESS OF THE FRANCHISOR’S AGENT IN THIS STATE
`AUTHORIZED TO RECEIVE SERVICE OF PROCESS |S: MICHIGAN DEPARTMENT OF
`COMMERCE, CORPORATION AND SECURITIES BUREAU, 6546 MERCANTILE WAY,
`P.O. BOX 30222, LANSING, MICHIGAN 48910.
`
`ANY QUESTIONS REGARDING THIS NOTICE SHOULD BE DIRECTED TO:
`
`DEPARTMENT OF THE ATTORNEY GENERAL’S OFFICE
`CONSUMER PROTECTION DIVISION
`ATTN: FRANCHISE
`670 G. MENNEN WILLIAMS BUILDING
`LANSING, MICHIGAN 48913
`
`NOTE: NOTWITHSTANDING PARAGRAPH (F) ABOVE, WE INTEND TO, AND YOU
`AGREE THAT WE AND YOU WILL, ENFORCE FULLY THE PROVISIONS OF THE
`ARBITRATION SECTION OF OUR AGREEMENTS.
`WE BELIEVE THAT PARAGRAPH
`(F)
`IS UNCONSTITUTIONAL AND CANNOT PRECLUDE US FROM ENFORCING THE
`ARBITRATION PROVISIONS.
`
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`

`

`Table of Contents
`
`Page
`
`ITEM 1.
`ITEM 2.
`ITEM 3.
`ITEM 4.
`ITEM 5.
`ITEM 6.
`ITEM 7.
`ITEM 8.
`ITEM 9.
`ITEM 10.
`ITEM 11.
`
`THE FRANCHISOR, AND ANY PARENTS, PREDECESSORS, AND AFFILIATES1
`BUSINESS EXPERIENCE 0.0.0.0... 00... cccccccccccecceceeeeceeseseeceeaeeeeeeeceeeeseneueausueausaeaaaaeaneae 5
`LITIGATION o.oo... ooo. ccc eee eee eee c ecb b bec c bbe e cbc ce cee cebeeeecececeeeececeesetceceeceeseceeeeeaes 7
`BANKRUPTCY (0.2... cece cece cc cecccccccccececeeeeeeeeseeceeeeeeeeenseeeeeeeseeesececeseeceseeseeeeneuseuausensans 7
`INITIAL FEES. cece ccc ccccccnesneaeceeeeeseeeeseeesuaasecececenettsseeeeeeeeeeereretetsaesesees 7
`OTHER FEES 2000... ccc ccc ecceccce cee ecceeceeeeeeeueesececueeseeeceseeeeesssueeeeceuueeeseuaeeeeesseeeeeeees 8
`ESTIMATED INITIAL INVESTMENT ...............cccccccscssescssteeeeceeeeeeseeseeeeseeaeeeeaesaeaaeas 14
`RESTRICTIONS ON SOURCES OF PRODUCTSAND SERVICES....................... 19
`FRANCHISEE'S OBLIGATIONS ........ 2... ccccccccceccecce ee eeeceeaeaeeeeeeeeeeseeceeeuaeeaeeaeaeeaneneas 25
`FINANCING 000.0... .cc cece cccccceceeececcececeeeeneneucueeeceseseeeevnsnseseseseeerettisnsuseeeeeeereneneas 28
`FRANCHISOR'S ASSISTANCE, ADVERTISING, COMPUTER SYSTEMS, AND
`TRAINING 2... ..ccccccccccccccccececceceeeescecueauceeauececeneescusenceeeeseeausauaueauauaasuaaeaueeesueaeaaesaaanaanas 29
`TERRITORY ooo. cece cece ceeessesessessseeesseserseseteeetecseestetesessesteseteeteeeeseeseeeeeeees 45
`TRADEMARKS...0. ccc cecceeeescssescesessesesseeeeseetecsersersesessestesesseteesereeseeeeeeeres 48
`PATENTS, COPYRIGHTS, AND PROPRIETARY INFORMATION..................0.... 51
`OBLIGATION TO PARTICIPATE IN THE ACTUAL OPERATION OF THE
`FRANCHISE BUSINESS. ......00.0 0000 cccccccecee cee ee cee eeeeeeeeaeeaeaeeaesseaessueseaeeaeeaeaeeaneaeas 53
`RESTRICTIONS ON WHAT THE FRANCHISEE MAYSELL .....000000000 ee. 54
`ITEM 16.
`RENEWAL, TERMINATION, TRANSFER, AND DISPUTE RESOLUTION............. 55
`ITEM 17.
`PUBLIC FIGURES 2000000000... cece cccccccecccnenesscuceeceeeeeeeesersnceseseeenerertisneueeeeeeeeeeneneas 62
`ITEM 18.
`FINANCIAL PERFORMANCE REPRESENTATIONS .............cccccceeesecueveeseeneneesenees 62
`ITEM 19.
`ITEM 20. OUTLETS AND FRANCHISEE INFORMATION. ..............0.ccccccssssessesseseeeeseeseeeeeee es 74
`ITEM 21.
`FINANCIAL STATEMENTS. .............0cccccccseeteetesseseeeeseeeeeseetersstettetstseteeteereteereeeeeeer es 7?
`ITEM 22. CONTRACTS... cece cc ccccececcenecne es ceeessesesseseeseseesecsessestesessestesesseseesereeseeeeeeeres 78
`ITEM 23.
`RECEIPTS 200.0... ccc ccccccc cece ccecccecceneneeecueaeceececesessasececeseeeeecetsiassecececeeecenenees 18
`
`ITEM 12.
`ITEM 13.
`ITEM 14.
`ITEM 15.
`
`EXHIBITS:
`
`A Franchise Agreement and Exhibits
`B Area Development Agreement
`C Harmony Gateway License Agreement
`D Table of Contents to Manual
`E Financial Statements
`F
`List of State Administrators/Agents for
`Service of Process
`G List of Current Franchisees/Company-
`Owned Units
`
`H_ List of Former Franchisees
`|
`List of Area Developers
`J List of Former Area Developers
`K State—-specific Disclosures
`L State—specific Agreement Amendments
`M Franchisee Compliance Certification
`N General Release
`O Receipts (2 copies)
`
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`

`ITEM 1.
`
`THE FRANCHISOR, AND ANY PARENTS, PREDECESSORS,AND AFFILIATES
`
`The franchisor is America’s Music School LLC. To simplify the language in this disclosure
`document, we will refer to America’s Music School LLC as “AMS,”or “we,” “us,” or “our.” The
`terms “you” and “your” refer to the person who buys the franchise,
`the franchisee.
`If the
`purchaser of the franchise is a partnership, corporation, or other entity, “you” includes the
`franchisee's owners, who must sign a personal guarantee to the Franchise Agreement. By
`signing a guarantee, you will be personally (and jointly and severally) liable with the franchisee
`for the franchisee’s obligations under the Franchise Agreement.
`
`Unless otherwise defined in this disclosure document,all initially capitalized terms appearing in
`this disclosure document have the same meaning as set out
`in the attached Franchise
`Agreement, which is included as Exhibit A.
`
`Franchisor's Company Information
`
`We are a Maryland limited liability company. We were organized on March 9, 2011. We do
`business under the name “America’s Music School” and “Bach to Rock.” Our principal business
`address is 7500 Old Georgetown Road, Suite 1400, Bethesda, MD 20814, and our phone
`number is 855-227-7570.
`
`Ouragents for service of processarelisted in Exhibit F of this disclosure document.
`
`Franchisor's Business
`
`Ouraffiliates (described below) own and operate Bach to Rock music education centers, which
`we refer to as “Bach to Rock Schools” or the “Schools.” Our affiliates have operated Bach to
`Rock Schools since July 2, 2007. As of December 31, 2016, ouraffiliates operated six Schools.
`Our parent, Music Makers Holdings LLC (“MMH”) owns the Proprietary Marks (including the
`trademarks) and System (described below).
`
`We began offering franchises for Bach to Rock Schools in June 2011. As of March 2017, 16
`franchised locations are open. We anticipate that 10 additional franchised locations will open
`during the remainderof 2017.
`
`This disclosure document describes the franchises we offer for Bach to Rock Schools.
`
`Bach to Rock Schools and Bach to Rock Franchises
`
`Bach to Rock Schools are music education centers that utilize a distinctive teaching method
`based on the principle that music instruction is most effective when conducted in a socially
`interactive environment. The Bach to Rock Schools offer a diverse variety of classes and
`programs for children and adults, including group classes, private lessons, band sessions, early
`childhood classes, and special events programming, utilizing the music curriculum developed by
`us or our affiliates. Each Bach to Rock School must offer certain mandatory programs and
`classes, and may offer certain optional programs and classes. While the programming and
`courses are intended to be offered only at the School,
`there may be special events and/or
`courses that are offered or hosted off-site. The Schools feature state-of-the-art recording
`studios, along with practice rooms and equipment for individual and group lessons, band
`sessions, and other collaborative activities.
`
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`

`We and ouraffiliates have developed a distinctive set of specifications and operating
`procedures(collectively, the “System”) for the Schools. The distinguishing characteristics of the
`System include: a distinctive teaching method and curriculum; mandatory group and private
`music lessons and programs (“Core Programs”), optional group and private music lessons and
`programs (“Optional Programs’), and other courses of instruction and programs (collectively,
`“Courses”); standards and specifications for School layout, design and equipment; standards
`and specifications for operation and administration of the Schools; and procedures for
`management and scheduling at the Schools. The System also includes a proprietary and
`specialized information technology and database system, currently identified as “Harmony
`Gateway” (and you will need to sign our Harmony Gateway License Agreement, which is
`Appendix |
`to the Franchise Agreement);
`training and assistance regarding the teaching
`methods, management and administration of the Schools; confidential operating manuals that
`include mandatory and suggested specifications, standards, policies, procedures and guidelines
`for operating Bach to Rock Schools and teaching and conducting Courses (the “Manuals’);
`advertising and marketing programs; and student development and service techniques and
`programs. Our System, and various aspects of the System, may be changed, improved and
`further developed by us orouraffiliates from time to time.
`
`Weidentify the Schools operating under the System by means of the trade names and marks
`“BACH TO ROCK,” “AMERICA’S MUSIC SCHOOL,” “B2R and design,” and certain other
`trademarks, service marks, trade names, signs, logos, and other indicia of origin (collectively,
`the “Proprietary Marks”). We may designate other trade names, service marks, and
`trademarks as Proprietary Marks (and we mayalso periodically delete old names and marks).
`
`We will offer to enter into franchise agreements (“Franchise Agreements”) with qualified
`entities and persons that wish to establish and operate a Bach to Rock School. The form of
`Franchise Agreementthat we intend to enter into with you should you and we mutually agree to
`enter into a franchise relationship is attached to this disclosure document as Exhibit A.
`
`Under a Franchise Agreement, we will grant you the right (and you will accept the obligation) to
`operate one Bach to Rock School (a “School” or “Franchised Business”) under the System
`and using the Proprietary Marks. You must lease, sublease, or acquire a site for the School,
`subject to our approval, under the site selection addendum (“Site Selection Addendum”) which
`is attached to the Franchise Agreement as Appendix E. You will sign the Site Selection
`Addendum at the same time you sign the Franchise Agreement, and you must follow the
`proceduresfor finding, selecting and receiving authorization for a site under the Site Selection
`Addendum. We expect that the typical location for a School will be in a suburban or urban
`location, possibly in a retail strip mall or other retail location. However, a School may be located
`in a light industrial area with appropriate facilities that could accommodate the School.
`
`The Franchise Agreement will establish a geographic area within which your School will be
`located (the “Territory”). The Franchise Agreement (as more fully described in this disclosure
`document) will describe the rights that you and we will have regarding the Territory, although,
`generally, we will not establish, operate or franchise another Bach to Rock School
`in your
`Territory during the term of your Franchise Agreement.
`
`Area Development Agreement
`
`We also may offer an area development agreement (the “Area Development Agreement”) to
`qualified entities and persons (“you” or the “Developer’). The Area Development Agreement
`grants the right to establish and operate a specified number of Bach to Rock Schools in a
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`specified area (the “Development Area”) at specific locations to be designated in separate
`Franchise Agreements.
`The form of Area Development Agreement
`is attached to this
`disclosure document as Exhibit B.
`
`If you sign an Area Development Agreement, you must open each Bach to Rock School
`according to the schedule for developing Bach to Rock Schools described in Exhibit A to the
`Area Development Agreement (the “Development Schedule”). The Developerwill exercise
`each development
`right by executing a Franchise Agreement for the establishment and
`operation of a Bach to Rock School.
`
`The number of Bach to Rock Schools to be established under the Development Schedule will
`be mutually determined by you and us, based on the size of the Development Area,
`demographics and economic factors in the Development Area, expected demand for Schools,
`your desire and ability to develop and operate the Schools, and other factors. During the term
`of the Area Development Agreement you must operate and maintain at least the number of
`Bach to Rock Schools which are required to be established according to the terms of the
`Development Schedule.
`
`Beat Refinery
`
`We have developed an Optional Program called “Beat Refinery” that may be available to those
`franchisees that we determine,
`in our sole discretion, have satisfied our requirements for
`offering such Optional Program. You may not offer a Beat Refinery Optional Program unless
`we specifically approve you to do so, in writing. Beat Refinery courses teach those variousskill
`sets needed to become a DJ or enhance basic DJ knowledge. Beat Refinery instruction
`includes how to beat, match, scratch, drop mix, create mash-ups, and record multi-track mixes,
`along with various DJ/music theories. We expect that most franchisees will not offer Beat
`Refinery as part of the Bach to Rock School at the outset, but may wish to addit in the future.
`
`Parents, Predecessors and Affiliates
`
`We are a wholly owned subsidiary of Music Makers Holdings LLC (“MMH”), a Marylandlimited
`liability company. MMH was organized on March 20, 2007.Its principal place of businessis the
`same as ours, at 7500 Old Georgetown Road, Suite 1400, Bethesda, Maryland, 20814. MMH
`operates under the name “Music Makers Holdings” and “Bach to Rock.” MMH is our parent. As
`discussed below, MMH, throughits subsidiaries, operates Bach to Rock Schools. MMH hasnot
`offered franchises for Bach to Rock Schools, or franchises in any otherline of business.
`
`MMH is a subsidiary of Cambridge Information Group I] LLC (“CIG”), a Maryland limited liability
`company formed on January 24, 2007. CIG’s principal business address is also at 7500 Old
`Georgetown Road, Suite 1400, Bethesda, MD 20814. CIG operates under the names CIG and
`Cambridge Information Group. CIG, and/or CIG’s affiliates, manage and invest in a variety of
`education, research and information services companies.
`(See www.cig.com.) Within the
`“education space,” along with Bach to Rock, CIG also owns Sotheby’s Institute of Art, which is
`an educational institution that offers master’s degrees, along with undergraduate programs in art
`scholarship, connoisseurship and art business. CIG also owns nytEducation, the School of the
`New York Times, which offers pre-collegiate programs and professional level online courses
`relevant to today’s digital world. CIG does not own, operate or franchise any Bach to Rock
`Schools, and CIG hasnotoffered franchises in any line of business.
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`The precursor to the Bach to Rock Schools was the music education center and school located
`in Bethesda, Maryland that was operated under the name “East Coast Music.” East Coast
`Music was owned and operated by East Coast Music Production Camp, LLC (“East Coast
`Music’). East Coast Music Production Camp, LLC was organized on November 15, 2002 and
`commenced operations around that time. MMH, through a subsidiary, Music Makers St. Elmo
`LLC (“MM St. Elmo’), a Maryland limited liability company formed on April 18, 2007, acquired
`the assets of East Coast Music on July 6, 2007.
`Shortly thereafter, MMH acquired the
`intellectual property from MM St. Elmo and rebranded the Bethesdalocation as “Bach to Rock.”
`In addition, on July 2, 2007, MMH, through another subsidiary, opened a second Bach to Rock
`School location in Gaithersburg, Maryland. Currently, MMH, through wholly owned subsidiaries,
`operates six Bach to Rock Schools in the Washington, DC suburbs in Maryland and Virginia.
`East Coast Music is our “Predecessor” for disclosure purposes in this disclosure document.
`East Coast Music’s principal address as of the date we acquired it was 4821 St. Elmo Avenue,
`Bethesda, Maryland.
`
`To our Knowledge, East Coast Music has not offered franchises in any line of business. We do
`not have anyaffiliates that offer franchises in any line of business.
`
`General Market and Competition
`
`The primary programs and Courses at Bach to Rock Schools consist of private, group and band
`lessons for the core audience of elementary, middle and high school students (5-16 years old).
`Schools also offer instruction for toddlers and preschoolers, as well as innovative summer camp
`programs andbirthday parties for kids of all ages. Bach to Rock Schools’ primary constituency
`is middle and upper income parents who place a premium on learning enhancementfor their
`children. Adults are a secondary audience, comprised of those seeking private lessons as well
`as the active adult community seeking musical enrichmentactivities. The principal competition
`for the programs and services offered at the Schools includes local music schools, music
`classes taught within retail music stores, independent music teachers, online lessons and self-
`teaching through instructional books, DVDs/CDs, etc.
`In addition, there are a small numberof
`regional multiple-location branded music schools or programs and one national one.
`
`Industry Regulations
`
`Generally, we are not aware of any industry-specific or music-school specific laws or regulations
`with which you must comply. You must comply with copyright laws that pertain to copying,
`performing, arranging and recording the music and lyrics of others.
`In addition, you must
`comply with all local, state, and federal laws that apply to your School operations, including for
`example health, sanitation, no-smoking, EEOC, OSHA, discrimination, employment, and sexual
`harassment
`laws. The Americans with Disability Act of 1990 requires readily accessible
`accommodation for disabled persons and therefore may affect your building construction, site
`elements, entrance ramps, doors, seating, bathrooms, etc. You must obtain real estate permits
`(e.g., Zoning) and operational licenses. There also may be regulations that pertain to noise
`and/or supplemental education services. Regulations vary widely from jurisdiction to jurisdiction
`and you will have to comply with all applicable federal, state, and local laws and regulations in
`connection with the operation of your School. You should consult with your attorney concerning
`those and otherlocal laws and ordinances that may affect your School’s operation.
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`ITEM 2.
`
`BUSINESS EXPERIENCE
`
`Robert N. Snyder: Director of AMS and MMH: Chairman, Cambridge Information Group
`
`Mr. Robert Snyder has served as Chairman of the Board of Cambridge Information Group since
`January 1971. He has also served as Chairman of the Board of Directors of AMS sinceits
`inception in March 2011 and of MMH since July 2007.
`
`Andrew M. Snyder: Director of AMS and MMH: CEO and President, Cambridge Information
`Group
`
`Mr. Andrew Snyder has served as President of Cambridge Information Group located in New
`York, New York since August 2003 and is a memberof its Board of Directors, and has been
`Chief Executive Officer of Cambridge Information Group since August 2011. He has also
`served as a Board memberof AMSsince its inception in March 2011 and of MMH since July
`2007.
`
`Michael Chung: Chief Executive Officer, AMS, MMH and CIG Education Group, and Operating
`Partner, Cambridge Information Group
`
`Mr. Chung served as Chief Operating Officer of Cambridge Information Group located in New
`York, New York from December 2007 through December 2016, and nowservesas its Operating
`Partner. He is also the Chief Executive Officer of AMS, and has been since its inception in
`March 2011. Mr. Chung is also Chief Executive Officer of CIG Education Group and MMH and
`is a memberof the Board of Directors of both MMH and AMS.
`
`David C. Levy: Director of AMS and MMH: President, CIG Education Group
`
`Mr. Levy has served as President of CIG Education Group since December 2006. He has also
`served as a Board member of AMS sinceits inception in March 2011 and of MMH since July
`2007. F