What section of the Annex Brands Franchise Agreement outlines limitations on the franchisee's use of marks?
Annex_Brands Franchise · 2025 FDDAnswer from 2025 FDD Document
5. MARKS
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.
- LIMITATIONS ON FRANCHISEE'S USE OF MARKS.
Source: Item 22 — Contracts (FDD pages 109–110)
What This Means (2025 FDD)
According to the 2025 Annex Brands Franchise Disclosure Document, Section 5 of the Franchise Agreement, titled "MARKS," outlines the limitations on a franchisee's use of Annex Brands' marks. Specifically, subsection A, titled "OWNERSHIP AND GOODWILL OF MARKS" details these limitations.
This section clarifies that franchisees do not have any ownership interest in the Annex Brands' marks. Their right to use the marks is solely derived from the Franchise Agreement and is contingent upon their compliance with the agreement's terms, standards, specifications, and operating procedures. Any unauthorized use of the marks constitutes a breach of the agreement and an infringement of Annex Brands' rights.
Furthermore, the agreement stipulates that all goodwill generated through the franchisee's use of the marks will exclusively benefit Annex Brands. The franchisee only has the right to use the marks in operating their center in accordance with the Franchise Agreement. All provisions pertaining to the marks also apply to any additional trademarks, service marks, logos, and other identifiers that Annex Brands may authorize for the franchisee's use in the future.