What does 'Intellectual Property' refer to in the context of the Aerus franchise agreement?
Aerus Franchise · 2025 FDDAnswer from 2025 FDD Document
NOW, THEREFORE, for and in consideration of the premises and promises set forth herein and in the Franchise Agreement, and other good and valuable consideration, the receipt, sufficiency and adequacy of which are hereby acknowledged, Licensor and Licensee agree as follows:
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- Licensor hereby grants to Licensee a nonexclusive, nonassignable license to use the computer programs (including all revisions, modifications and enhancements thereto), in object code form (the "Software"), together with their related user and operating documentation, if any (the "Documentation") from time to time made available to Licensee under the Franchise Agreement. Licensee must provide, at Licensee's sole expense, the hardware, software and Internet or telecommunication connections meeting or exceeding the minimum operating specifications for the Software, as Licensor determines from time to time.
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- Licensee must use the Software and the Documentation only in the operation of Licensee's Franchised Business at the Approved Locations. Licensee may not modify, copy, translate, or reproduce in any form all or any part of the Software or the Documentation without Licensor's prior written consent, and in such event solely to the extent required for use of the Software and the Documentation in the operation of Licensee's Franchised Business. Any copies made under Licensor's direction must include any proprietary notices Licensor may request, including the statement "Copyright © AERUS FRANCHISING, LLC." Licensee must not make the Software or any Documentation available to any party except as described herein. Licensee must not, nor will Licensee allow any third party to, reverse engineer, decompile or otherwise recreate the Software or to reproduce or disclose any portion of the Documentation.
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- As between Licensor and Licensee, all copies of the Software and the Documentation, including any produced by Licensee with Licensor's consent, are and will remain Licensor's sole and exclusive property during and after the term of this Software License. Licensee acknowledges and agrees that Licensor may secure all or any part of the Software or the Documentation from Licensor's Affiliates and/or other third party licensors. Licensee agrees to
execute and deliver to Licensor any further contracts, agreements, reports and/or other documents Licensor requires.
Source: Item 23 — Receipts (FDD pages 74–305)
What This Means (2025 FDD)
Based on the 2025 Aerus Franchise Disclosure Document, the franchise agreement grants the franchisee a nonexclusive, nonassignable license to use Aerus's computer programs, referred to as the "Software," along with their related user and operating documentation, known as the "Documentation." This license allows the franchisee to operate their franchised business at approved locations using the specified software and documentation.
The Aerus franchisee is explicitly restricted from modifying, copying, translating, or reproducing the software or documentation without prior written consent from Aerus. Any copies made with Aerus's permission must include proprietary notices, including a copyright statement. The franchisee is also prohibited from making the software or documentation available to any third party or attempting to reverse engineer, decompile, or recreate the software.
The agreement specifies that all copies of the software and documentation, including those produced by the franchisee with Aerus's consent, remain the sole and exclusive property of Aerus during and after the term of the software license. Aerus retains the right to secure the software and documentation from its affiliates or third-party licensors. The franchisee is obligated to execute and deliver any further contracts, agreements, reports, or other documents that Aerus requires.