What constitutes a breach of the All Team franchise agreement regarding the Marks?
All_Team Franchise · 2025 FDDAnswer from 2025 FDD Document
A. Right to Use Marks. ATFC represents that it owns the registrations to the Marks and has the rights to use the Marks and sublicense the rights to use the Marks according to the terms of this Agreement. FRANCHISEE recognizes that valuable goodwill is attached to the Marks, and that it will use same only in the manner and to the extent specifically licensed by this Agreement. Any goodwill arising out of FRANCHISEE's use of the Marks inures to the benefit of ATFC. FRANCHISEE further acknowledges that the right to use said Marks and the grant contained in this Agreement is non-exclusive. Any unauthorized use of the Marks by the FRANCHISEE is a breach of this Agreement and an infringement of the rights of ATFC. FRANCHISEE agrees that the unauthorized use or misuse of the Marks will constitute irreparable harm to ATFC, and FRANCHISEE expressly waives any requirement that ATFC post security in order to obtain injunctive relief in connection with such use. All provisions of this Agreement applicable to the Marks apply to any additional trademarks, service marks, and commercial symbols hereafter authorized for use by and licensed to the FRANCHISEE.
B. Contest of Marks. FRANCHISEE will not directly or indirectly contest or aid in contesting the validity or ownership of the Marks, trade secrets, methods, procedures and advertising techniques which are part of the Systems, or contest ATFC's right to register, use or license others to use such names and Marks, trade secrets, methods, procedures and techniques. FRANCHISEE will not at any time (whether during the term of this Agreement or after expiration or termination thereof) directly or indirectly commit an act of infringement.
Source: Item 22 — CONTRACTS (FDD pages 33–34)
What This Means (2025 FDD)
According to the 2025 All Team Franchise Disclosure Document, a franchisee breaches the franchise agreement if they engage in any unauthorized use of All Team's Marks. All Team represents that it owns the registrations to the Marks and has the rights to use and sublicense them according to the terms of the agreement. The franchisee's right to use the Marks is non-exclusive and is specifically licensed by the agreement. Any goodwill arising from the franchisee's use of the Marks inures to the benefit of All Team.
Furthermore, the All Team franchisee cannot contest the validity or ownership of the Marks, trade secrets, methods, procedures, and advertising techniques that are part of the All Team system. This restriction applies both during the term of the agreement and after its expiration or termination. The franchisee is prohibited from directly or indirectly committing any act of infringement related to the Marks.
All Team emphasizes the importance of protecting its brand identity and reputation. The agreement explicitly states that unauthorized use or misuse of the Marks will cause irreparable harm to All Team. Consequently, All Team can seek injunctive relief against the franchisee to stop such unauthorized use, and the franchisee waives any requirement for All Team to post security in order to obtain this injunctive relief. All provisions of the agreement applicable to the Marks also apply to any additional trademarks, service marks, and commercial symbols authorized for use by and licensed to the franchisee.