If an Aplus franchisee becomes aware of an infringement on the Aplus Marks, what is the franchisee required to do?
Aplus Franchise · 2024 FDDAnswer from 2024 FDD Document
6.1. Ownership
- 6.1.1. Franchisor represents that it or its Affiliate owns and/or has applied for registration of certain of the Marks with the appropriate authorities. Franchisee acknowledges that Franchisor has not made any representation or warranty to the effect that the Marks which have not been registered shall be registered or are able to be registered therein, and the failure to obtain registrations of any of the Marks shall not be deemed to be a breach of the terms of this Agreement by Franchisor. Moreover, Franchisee shall cooperate with Franchisor and its representatives, at Franchisor's expense, in the prosecution of any applications or registrations of any Marks which have been filed with the appropriate authorities. Franchisor undertakes to keep Franchisee informed of the progress in obtaining registration of the Marks, and any delay or inability to register any Mark shall not constitute a breach of this Agreement.
- 6.1.2. Franchisee is permitted and required to use only the Marks approved by Franchisor to conduct the business granted pursuant to, and in compliance with, this Agreement and all applicable standards, specifications and operating procedures prescribed from time to time by Franchisor. Any unauthorized use of the Marks by Franchisee is a breach of this Agreement and an infringement of the rights of Franchisor in and to the Marks. Franchisee's use of the Marks, and any goodwill created thereby, shall inure to the benefit of Franchisor. Franchisee shall not at any time acquire an ownership interest in the Marks by virtue of any use it may make of the Marks. This Agreement does not confer any goodwill, title or interest in the Marks to Franchisee. Franchisee shall not, at any time during the term of this Agreement or after its termination or expiration, contest the validity or ownership of any of the Marks or assist any other person in contesting the validity or ownership of any of the Marks.
Source: Item 23 — RECEIPT (FDD pages 68–302)
What This Means (2024 FDD)
According to Aplus's 2024 Franchise Disclosure Document, Aplus franchisees are required to use only the Marks approved by the franchisor to conduct business, complying with all standards and operating procedures. Any unauthorized use of the Marks constitutes a breach of the agreement and an infringement of Aplus's rights. The franchisee's use of the Marks and any resulting goodwill will benefit Aplus. Franchisees cannot acquire ownership interest in the Marks through their use. Franchisees are prohibited from contesting the validity or ownership of the Marks during and after the term of the agreement, and they cannot assist others in doing so.
This means that as an Aplus franchisee, you must adhere strictly to the approved Marks and their usage guidelines. Unauthorized use not only violates the franchise agreement but also infringes on Aplus's intellectual property rights. The agreement emphasizes that all goodwill generated through the use of the Marks benefits Aplus, reinforcing that the brand's value remains with the franchisor.
Furthermore, the franchisee is legally bound not to challenge Aplus's ownership or validity of the Marks, ensuring the protection of the brand's intellectual property. This obligation extends beyond the termination of the franchise agreement, highlighting the enduring nature of this responsibility. Therefore, if a franchisee becomes aware of any infringement, they are obligated to report it to Aplus and cooperate in protecting the Marks, as any unauthorized use or challenge to the Marks could result in legal repercussions and a breach of the franchise agreement.