Where in the Annex Brands Franchise Agreement can I find information about the ownership and goodwill of the marks?
Annex_Brands Franchise · 2025 FDDAnswer from 2025 FDD Document
A. OWNERSHIP AND GOODWILL OF MARKS. Franchisee acknowledges that it has no ownership interest whatsoever in or to the Marks, and that its right to use the Marks is derived solely from this Agreement and is limited to its conduct of business under and in compliance with this Agreement and all applicable standards, specifications and operating procedures periodically prescribed by Franchisor during the term of the Franchise. Any unauthorized use of the Marks by Franchisee will constitute a default of this Agreement and an
infringement of Franchisor's rights in and to the Marks. Franchisee acknowledges and agrees that its usage of the Marks and any goodwill established thereby will inure to the exclusive benefit of Franchisor, and that this Agreement does not confer any goodwill or other interest in the Marks upon Franchisee, other than the right to use the Mark in the operation of the Center in compliance with this Agreement. All provisions of this Agreement applicable to the Marks will apply to any additional trademarks, service marks, logos and other identifiers hereafter authorized for use by and licensed to Franchisee by Franchisor.
Source: Item 22 — Contracts (FDD pages 109–110)
What This Means (2025 FDD)
According to the 2025 Annex Brands Franchise Disclosure Document, the details regarding the ownership and goodwill of the Marks are specified in Section 5.A of the Franchise Agreement. This section clarifies that a franchisee has no ownership rights to the Marks. Their right to use the Marks is strictly based on their compliance with the Franchise Agreement and the standards set by Annex Brands. Any unauthorized use of the Marks is considered a breach of the agreement and an infringement on Annex Brands' rights.
Annex Brands emphasizes that any goodwill generated through the franchisee's use of the Marks will exclusively benefit Annex Brands. The agreement explicitly states that it does not grant the franchisee any goodwill or other interest in the Marks, aside from the right to use them in accordance with the agreement. This means that while franchisees contribute to building brand recognition and reputation in their local market, the ultimate value of that goodwill belongs to Annex Brands.
This section also confirms that all terms applicable to the Marks extend to any additional trademarks, service marks, logos, and other identifiers that Annex Brands authorizes the franchisee to use. This ensures that Annex Brands maintains consistent control and ownership over all aspects of its brand identity, regardless of any additions or modifications made over time. For a prospective franchisee, this highlights the importance of adhering to Annex Brands' standards and guidelines for using the Marks, as any deviation could have legal and financial repercussions.