KEVIN D. AYERS

GENERAL PROFESSIONAL EXPERIENCE

      Legal and Business

Over 17 years of experience in franchising and franchise law and related matters handling franchisor’s legal and business requirements and issues including: filing and registering franchise and sales related documents pursuant to state and federal franchise requirements; drafting UFOCs and FDDs pursuant to state, federal and international disclosure and registration laws; supervising litigation; compliance with state relationship laws including terminations, renewals and transfers; licensing; filing and monitoring franchise and system trademarks, logos, business marks and copyrights; structuring franchise transfers and resales; non-litigation dispute resolution with franchisees; contract negotiations; drafting franchise agreements; managing outside franchisor counsel in all aspects; advising franchisors and their officers and directors from business and legal perspectives; General Counsel of Curves International’s legal department for over 15 years and led Curves into development in over 86 countries from 100 franchises to a peak of over 10,000 franchises; advising on employment matters; and setting up internal systems for handling franchise sales, transfers, documentation and retention of data.

Curves was the fastest growing and largest fitness/health club franchise in the world, growing from about a hundred in 1997 to over 10,000 by 2006. Helped to supervise Curves' legal department (3 attorneys and 21 support staff) which currently handles over 8,500 franchise locations in 86 countries. In an administrative capacity for the Company, sat on the Executive Committee for Curves and on its Board of Directors.

PROFESSIONAL HIGHLIGHTS AT CURVES

Drafted the Company’s disclosure document, the UFOC, and the Franchise Agreement to bring and keep Company in compliance with federal and state franchising laws. Attained registrations in all states requiring registration in order to sell franchises within such states. Annually updated the UFOC (FDD as of 2007) and the Franchise Agreement. Maintained annual registrations in states requiring registrations.

Created and implemented systems to handle all corporate and legal documents working with the executive staff and the sales team to insure compliance with federal and state laws. This included maintenance of systems to properly and efficiently process over 250 new franchise sales and over 100 resales a month. Drafted documents used by franchisees specific to each state.

Created and implemented systems to handle the growing resales occurring within the franchise system. Created and implemented a franchisee database to maintain a system of data necessary for the business and legal operation of a franchise system. Drafted and implemented privacy policies and usage agreements for operating software both domestically and internationally.

Drafted and implemented disclosure documents, if required, and franchise agreements and acquiring registrations (if necessary) for direct franchise sales in over 86 countries including Canada, Mexico, UK, Germany, France, Italy, other European countries, China, Australia, New Zealand and many others. Established a system of registering the necessary trademarks within the appropriate international classifications for all countries entered by the Company as well as many countries not entered. Advised as to business and legal issues as they pertain to the sell and operation of franchises for the Company in the international market. Drafted and implemented as well as assisted in negotiation of several Master Franchises in the international arena including Japan, Middle East countries, Brazil and other South American countries, UK, Germany, France, Italy and other European countries. Established systems to handle business and legal documentation for the direct sale and master franchise countries.

Supervised a legal staff of over 20 employees handling resales, closures, mapping of territories, the legal documents pertaining to the franchise sales, maintenance of a substantially large file system, maintenance of all franchise records including executed Franchise Agreements and signed Receipt Pages, entry into and maintenance of data for the database of the Company. Supervised and coordinated the paperless shift in the Legal Department which involved the purchase and implementation of a software program which allows online viewing of all Curves franchisee files, open and closed. This process initially required the scanning of all franchisee files (over 15,000 files) by an outside source. Supervised, coordinated and implemented the migration of the scanning into our IT system with IT personnel and thereafter, ensured appropriate legal staff received training in order to keep franchisee files current and available for online viewing going forward.

Assisted in organizing the company structure to for international expansion. Implemented Company-wide legal document review procedures requiring all departments to submit contracts and other legal documents to in-house counsel for review and comment with tracking documents and tickler system. Assisted in the drafting of the employee handbook for the Company. Supervised the policing of marks to protect the Company marks internationally for over 86 countries. Registered and maintained registration the Company as approved for SBA financing. Assisted with the formation of a franchisee association in coordination and cooperation with the Company. Assisted in the defense of a concerted effort by a law firm representing over 240 franchisees which filed franchisee lawsuits in multiple jurisdictions for a variety of claims involving fraud, misrepresentation, deceptive trade, etc. Such defense coordination included the hiring and supervision of the defense team including outside counsel, consolidation of all lawsuits into Texas, dismissal of the California case, attending and negotiating dozens of court ordered mediations and ultimate disposition of the case to a very favorable end for the Company and confirmation of the compliance of the legal documents of the Company.

Supervised and handle outside counsel both domestically and internationally in handling many different legal matters, such as law suits, employment matters, local law compliance, compliance with any franchising regulations, trademark infringement matters, privacy matters, operating software matters, bankruptcies and others.

Served on the Executive Team and the Board of Directors.

LEGAL AND BUSINESS EXPERIENCE        

August 2012 – Present

Schmidt, Ayers & Associates

Partner

Woodway (Waco), Texas

April 1997 – August 2012

Curves International, Inc.

Senior Vice President/Vice President

Chief General Counsel/General Counsel

Woodway (Waco), Texas

July 1995 – March 1997

Dwyer Group, Inc.

Legal Collections

Waco, Texas

ACADEMIA

2010-2012

Member, International Franchise Association (IFA)

Legal Symposium Task Force

2011

Speaker, American Bar Association (ABA), International Franchising Division

2009

Speaker, IFA’s 42^nd Annual Legal Symposium, “Franchise Agreement Drafting: The Essentials”

1995

Bachelor’s in Business Administration, Hankamer School of Business, Baylor University

                  Juris Doctorate, Baylor University School of Law