Trademark Trial and Appeal Board Electronic Filing System. https://estta.uspto.gov
`
`ESTTA Tracking number:
`
`ESTTA1125604
`
`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 3 Part 1 to Sakell Declaration.pdf(5194104 bytes )
`Exhibit 3 Part 2 to Sakell Declaration.pdf(5185597 bytes )
`Exhibit 3 Part 3 to Sakell Declaration.pdf(5086591 bytes )
`Exhibit 3 Part 4 to Sakell Declaration.pdf(5174833 bytes )
`Exhibit 3 Part 5 to Sakell Declaration.pdf(5235867 bytes )
`Exhibit 3 Part 6 to Sakell Declaration.pdf(5221260 bytes )
`Exhibit 3 Part 7 to Sakell Declaration.pdf(1538566 bytes )
`
`

`

`EXHIBIT 3
`EXHIBIT 3
`
`

`

`FRANCHISE DISCLOSURE DOCUMENT
`
`
`
`AMERICA’S MUSIC SCHOOL LLC
`(a Marylandlimitedliability 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 onthe principle
`that music instruction is most effective when conductedin 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 $291,850 to
`$504,500. 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 discussthe availability of disclosuresin 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 use this disclosure document,is
`available from the Federal Trade Commission. You can contact the FTC at 1-877-FTC-HELP or
`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, 2018.
`
`Bach to Rock FDD (2018)
`GP:4836-0271-2145 v12
`
`MMH0002158
`
`

`

`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 buy this franchise:
`
`“4.
`
`*2.
`
`3.
`
`THE FRANCHISE AGREEMENT REQUIRES YOU TO RESOLVE DISPUTES 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 OWNSTATE.
`
`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 broker sells our franchise or refers you to us, we will pay the
`brokera fee for this. You should make sure to do your owninvestigation of the
`franchise.
`
`Effective Date: See the next page for state effective dates.
`
`Bach to Rock FDD (2018)
`GP:4836-0271-2145 v12
`
`il
`
`MMH0002159
`
`

`

`STATE EFFECTIVE DATES
`
`The following states require that the Franchise Disclosure Document be registered orfiled with
`the state, or be exemptfrom 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
`
`California
`
`Florida
`
`EFFECTIVE DATE
`
`October 25, 2017
`
`Hawaii
`
`Iinois
`
`Maryland
`
`Michigan
`
`Minnesota
`
`New York
`
`North Dakota
`
`Rhode Island
`
`
`South Dakota
`
`
`
`Utah
`
`Virginia
`
`Washington
`
`Wisconsin
`
`Bach to Rock FDD (2018)
`GP:4836-0271-2145 v12
`
`ili
`
`MMH0002160
`
`

`

`ADDENDUM FOR THE 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.
`
`Bach to Rock FDD (2018)
`GP:4836-0271-2145 v12
`
`i
`
`MMH0002161
`
`

`

`(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 TQ 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.
`
`FRANCHISEE OR PROPOSED
`THE FAILURE OF THE
`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.
`
`APROVISION 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).
`
`(I)
`
`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.
`
`*
`
`*
`
`*
`
`*
`
`il
`
`Bach to Rock FDD (2018)
`GP:4836-0271-2145 v12
`
`MMH0002162
`
`

`

`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 IS: 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.
`
`Bach to Rock FDD (2018)
`GP:4836-0271-2145 v12
`
`ili
`
`MMH0002163
`
`

`

`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.
`
`ITEM 12.
`ITEM 13.
`ITEM 14.
`ITEM 15.
`
`THE FRANCHISOR, AND ANY PARENTS, PREDECESSORS, AND
`AFFILIATES........000cccccccccccccceceesesnenceeeecesesecsevsuusnseceseseceeecetntanseseeeeeeeeenentttteerseseseeees 2
`BUSINESS EXPERIENCE ......0.000000000. 00. 0ccccccccccc cece ccc cecececnee ee ceceeteececenentnsteeeeseetecenes 6
`LITIGATION 0... ccccccccccccccccseseesesensceeeeseseseececsunsnsnceseseeeeecentsaneneeeseceseeserstttstenseseseeees 8
`BANKRUPTCY0c ccc cccccccceecceeeeeseneesneaaececceceeecentssececeeeceescenetttetaseeseseeeeees 8
`INITIAL FEES. 000... cecc ccc ccccc cece en eeccecneeececeueeeceueeeesesueeseseaeeeseeeueeeeceuaneseseaeeseenes 8
`OTHER FEES .00........ccccccccccccceececseesetvensueeeeeceeeceesestesseeeeseeeseesecstitanseseeeseeeeseettianaeees 9
`ESTIMATED INITIAL INVESTMENT ............0.00000000cccccccccccccesceeseeeececeeeeseteeeuseeeeeees 15
`RESTRICTIONS ON SOURCES OF PRODUCTS AND SERVICES. .............0....2... 20
`FRANCHISEE'S OBLIGATIONS .00.00..... o.oo ccccccccccccccceeccsenssseeeaeeeccecesesesentnauaueeeeees 26
`FINANCING 200... .cc ccc cccccececcecccccecsuessusueeececcecesesesssseaeseseseseeseceestsususeeeeceesenensnttaaaes 29
`FRANCHISOR'S ASSISTANCE, ADVERTISING, COMPUTER SYSTEMS,
`AND TRAINING 000000002000 cc ccccccccccecccccescceeceeneeeececeeeeeeseeteneueeeeeeeeeeceecrettneseeeseseseeeees 30
`TERRITORY 0... ccccccccccccccccceeceeceeeeeeeeeseeeeeceseeceeceesecueaeseeaesaauaeaaaseasneaaanaes 46
`TRADEMARKS..........0cccccccccccccccccccccencnecaeccceecesceeenssceeeeceeesesecenettsseceeeeeeecenenenstaees 49
`PATENTS, COPYRIGHTS, AND PROPRIETARY INFORMATION..................0... 52
`OBLIGATION TO PARTICIPATE IN THE ACTUAL OPERATION OF THE
`FRANCHISE BUSINESS.......0.00000000000.0.0 00 ccc cccececce ccc ce cece se cveneeceececeececeseeeetnsseseeeecees 54
`RESTRICTIONS ON WHAT THE FRANCHISEE MAYSELL.................cceeeeeee 55
`ITEM 16.
`RENEWAL, TERMINATION, TRANSFER, AND DISPUTE RESOLUTION............. 56
`ITEM 17.
`PUBLIC FIGURES 00.0... ccccccccccccceececesesesssseaeeeseeeseeeecsesansuseeeeccesesenenteaaes 63
`ITEM 18.
`FINANCIAL PERFORMANCE REPRESENTATIONS ..............cccccccssccceeeceeeesennteeees 63
`ITEM 19.
`ITEM 20. OUTLETS AND FRANCHISEE INFORMATION ................ccccccecessssseeeeceeeseenenneaees 68
`ITEM 21.
`FINANCIAL STATEMENTS. ........ 20... ccc cc cece cece cccccccceccececeeceeceeaeceeaeseeseeaeeseaaeseasneeesnees 71
`ITEM 22. CONTRACTS... o.oo cccccccecc ccc ccc ccccceceencececceceecesseesescscseceseeeseseeceettnseceeeeeceserenenstsaees 71
`ITEM 23,
`RECEIPTS 0000... ccc ccccccccceeueesereveceeeecveceeeeanesseneueeeeenaueesensaneseeneueessnnanesseneanersenaneeseeea 71
`
`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)
`
`Bach to Rock FDD (2018)
`GP:4836-0271-2145 v12
`
`MMH0002164
`
`

`

`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.
`lf 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 CompanyInformation
`
`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, 2017, our affiliates operated seven
`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 April 2018, 23
`franchised locations are open.
`
`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
`coursesare 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 equipmentfor individual and group lessons, band sessions, and other
`collaborative activities.
`
`GP:4836-0271-2145 v12
`
`Bach to Rock FDD (2018)
`
`2
`
`MMH0002165
`
`

`

`Weand our affiliates 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; advertising and marketing programs; student development and
`service techniques and programs; and confidential operating manuals that include mandatory and
`suggested specifications, standards, policies, procedures and guidelines for operating Bach to
`Rock Schools,
`implementing the System, and teaching and conducting Courses (and the
`specifications, standards, guidelines, policies, programs, techniques andthelike are referred to
`in this Disclosure Document as the “Manuals”). Our System, and various aspects of the System,
`may be changed, improved and further developed by us or ouraffiliates from time to time.
`
`Weidentify the Schools operating under the System by meansof 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 otherindicia 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).
`
`Wewill offer to enter into franchise agreements(“Franchise Agreements”) with qualified entities
`and personsthat wish to establish and operate a Bach to Rock School. The form of Franchise
`Agreement that we intend to enter into with you should you and we mutually agree to enterinto 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’) whichis
`attached to the Franchise Agreement as Appendix E. Youwill sign the Site Selection Addendum
`at the same time you sign the Franchise Agreement, and you must follow the procedures for
`finding, selecting and receiving authorization for a site under the Site Selection Addendum. We
`expectthat 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 locatedin a light industrial area
`with appropriate facilities that could accommodate the School.
`
`The Franchise Agreementwill 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 Schoolin 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
`
`Bach to Rock FDD (2018)
`GP:4836-0271-2145 v12
`
`3
`
`MMH0002166
`
`

`

`grants the right to establish and operate a specified numberof Bach to Rock Schools in a specified
`area (the “Development Area”) at specific locations to be designated in separate Franchise
`Agreements. The form of Area Development Agreementis attached to this disclosure document
`as Exhibit B.
`
`If you sign an Area Development Agreement, you must open each Bachto Rock Schoolaccording
`to the schedule for developing Bach to Rock Schools described in Exhibit A to the Area
`Development Agreement (the “Development Schedule”). The Developer will exercise each
`development right by executing a Franchise Agreementfor the establishment and operation of a
`Bach to Rock School.
`
`The numberof 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 wasorganized 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, through its 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 II LLC (“CIG”), a Maryland limitedliability
`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 in art scholarship, connoisseurship and art
`business. CIG also owns 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 hasnot offered franchises in any
`line of business.
`
`Bach to Rock FDD (2018)
`GP:4836-0271-2145 v12
`
`4
`
`MMH0002167
`
`

`

`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 November15, 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 theintellectual property from MM
`St. Elmo and rebranded the Bethesda location 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 and one Bach to Rock
`School in the Chicago,Illinois suburbs. East Coast Music is our “Predecessor” for disclosure
`purposesin 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 and birthday 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 enrichment activities. The principal competition
`for the programs and servicesoffered 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 number of 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 andlyrics 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 operationallicenses. 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
`other local laws and ordinances that may affect your School’s operation.
`
`Bach to Rock FDD (2018)
`GP:4836-0271-2145 v12
`
`5
`
`MMH0002168
`
`

`

`ITEM 2.
`
`BUSINESS EXPERIENCE
`
`Robert N. Snyder: Director of AMS and MMH; Chairman, Cambridge Information Group
`
`Mr. Robert Snyder has served as Chairmanof the Board of Cambridge Information Group since
`January 1971. He has also served as Chairman of the Board of Directors of AMSsinceits
`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 AMSsinceits 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 now servesasits Operating
`Partner. He is also the Chief Executive Officer of AMS, and has beensinceits inception in March
`2011. Mr. Chung is also Chief Executive Officer of CIG Education Group and MMH andis a
`member of