What happens if an All States M.E.D. franchisee's directors create ideas, concepts, techniques or materials concerning the franchised business?
All_States_M_E_D Franchise · 2024 FDDAnswer from 2024 FDD Document
All ideas, concepts, techniques or materials concerning the System or developed, in whole or in part, using Trade Secrets or other Confidential Information, whether or not protectable intellectual property and whether created by or for Franchisee or its owners or employees, shall be promptly disclosed to Franchisor and shall be deemed the sole and exclusive property of Franchisor and works made-for-hire for Franchisor, and no compensation shall be due to Franchisee or its owners or employees therefore, and Franchisee hereby agrees to assign to Franchisor all right, title and interest in any intellectual property so developed. Franchisor has the right to incorporate such items into the System. To the extent any item does not qualify as a "work made-for-hire" for Franchisor, Franchisee shall assign, and by this Agreement, does assign, ownership of that item, and all related rights to that item, to Franchisor and shall sign any assignment or other document as Franchisor requests to assist Franchisor in obtaining or preserving intellectual property rights in the item. Franchisor shall disclose to Franchisee concepts and developments of other franchisees that are made part of the System. As Franchisor may reasonably request, Franchisee shall take all actions to assist Franchisor's efforts to obtain or maintain intellectual property rights in any item or process related to the System, whether developed by Franchisee or not.
Source: Item 14 — PATENTS, COPYRIGHTS, AND PROPRIETARY INFORMATION (FDD pages 30–31)
What This Means (2024 FDD)
According to All States M.E.D.'s 2024 Franchise Disclosure Document, any ideas, concepts, techniques, or materials related to the All States M.E.D. system that are developed by a franchisee, their owners, or employees are considered the sole and exclusive property of All States M.E.D. Franchising, LLC. This includes any developments made using trade secrets or confidential information, regardless of whether they are protectable intellectual property.
This means that if a franchisee or someone working for them comes up with a new way to improve the All States M.E.D. system, the franchisee must promptly disclose it to All States M.E.D. Franchising, LLC. These creations are automatically considered "works made-for-hire" for All States M.E.D., and the franchisee will not receive any compensation for them. The franchisee also agrees to assign all rights, titles, and interests in any related intellectual property to All States M.E.D. Franchising, LLC.
All States M.E.D. Franchising, LLC has the right to incorporate these developments into the overall All States M.E.D. system. The franchisee is also obligated to assist All States M.E.D. Franchising, LLC in obtaining or maintaining intellectual property rights for these items or processes, even if the franchisee themselves developed them. In return, All States M.E.D. Franchising, LLC will disclose concepts and developments from other franchisees that are incorporated into the system.