Does the Afuri Ramen Dumpling franchise agreement grant an exclusive license to use the Marks?
Afuri_Ramen_Dumpling Franchise · 2024 FDDAnswer from 2024 FDD Document
We retain all rights not specifically granted to you under this Agreement.
We retain the right, in our sole discretion and without granting any right to you:
A. to use or license the use of the Marks or any other trademarks, service marks, logos or commercial symbols to anyone, and for any purpose, and at any location (except that we will not place an Afuri restaurant with your Franchise Territory).
B. to sell products or services anywhere, including within the Franchise Territory, using the Marks or different marks, through channels of distribution other than the Afuri restaurant franchise granted to you by this Agreement.
We will have no obligation to compensate you for any such sales made within your Franchise Territory.
For example, we may place Afuri establishments in airport and mall food courts, stadiums, and similar limited access environments in your Franchise Territory and regardless of the location of other Afuri operations.
We may place present and future Afuri products for sale in grocery stores and food markets at any location, whether or not within the Franchise Territory or within close proximity to an Afuri franchise.
Other distribution methods may also include internet sales, telephone sales, catalogue sales, sales via online marketplaces (such as Goldbelly.com, for example), and sales by other means.
- C. to reserve the exclusive right to use the Internet to promote the Marks and to offer and sell Afuri-related products and services.
You may not independently market on the Internet, conduct e-commerce, or make sales via online marketplaces except as otherwise allowed by us in the Operations Manual.
- D. to locate Afuri company-owned and franchised restaurant locations anywhere outside of your Franchise Territory.
Source: Item 23 — Receipts (FDD pages 50–189)
What This Means (2024 FDD)
According to the 2024 Afuri Ramen Dumpling Franchise Disclosure Document, the franchise agreement grants a license to use the Marks, but it is not an exclusive license. Afuri Ramen Dumpling retains the right to use or license the Marks to anyone, for any purpose, and at any location, with the exception that they will not place another Afuri restaurant within the franchisee's designated territory.
Afuri Ramen Dumpling also retains the right to sell products or services anywhere, including within the franchisee's territory, using the Marks or different marks, through different distribution channels other than the Afuri restaurant franchise. This includes placing Afuri establishments in locations like airport and mall food courts, stadiums, and selling Afuri products in grocery stores, food markets, online, or through other means, without any obligation to compensate the franchisee for such sales.
Furthermore, Afuri Ramen Dumpling reserves the exclusive right to use the Internet to promote the Marks and offer and sell Afuri-related products and services. The franchisee is restricted from independent internet marketing, e-commerce, or sales via online marketplaces unless explicitly allowed in the Operations Manual. Afuri Ramen Dumpling also retains the right to establish company-owned and franchised restaurant locations anywhere outside of the franchisee's territory. This means that while a franchisee is granted a territory, Afuri Ramen Dumpling maintains significant control over the use of its Marks and System, and can operate or license others to operate using the Marks outside of traditional restaurant locations, even within the franchisee's territory.