Who owns the Brand Standards Manual for Azal Coffee?
Azal_Coffee Franchise · 2024 FDDAnswer from 2024 FDD Document
r our business purposes.
ARTICLE 11 – INTELLECTUAL PROPERTY
11.1 Intellectual Property Defined.
Our intellectual property includes: (a) the Marks; (b) the Trade Dress; (c) any present or future copyrights relating to the Systems or the Azal Coffee concept, including, but not limited to, the Brand Standards Manual and marketing materials; (d) any present or future inventions, patents, and patents pending that are part of the Systems; (e) the Confidential Information (defined in Section 12.1); and (f) any other proprietary rights, trade secrets, methods, or procedures that are part of the Systems (collectively referred to in this Agreement as the "Intellectual Property").
11.2 Acknowledgements; No Contesting Our Rights.
You acknowledge the validity of the Intellectual Property and that we and our affiliates are the exclusive owners of the Intellectual Property. You agree that any further rights or goodwill that may develop in any of the Intellectual Property in the future will inure solely to the benefit of us and our affiliates. You do not now and will not in the future assert a claim to any goodwill, reputation, or ownership of the Intellectual Property by virtue of your non-exclusive license to use the Intellectual Property or for any other reason. Nothing in this Agreement gives you any right, title, or interest in or to any of the Intellectual Property, except a mere privilege and license during the term of this Agreement, to display or use the Intellectual Property according to the terms and conditions of this Agreement. During the term of this Agreement and after its expiration or termination, you agree not to directly or indirectly contest our ownership, title, right, or interest in or to, or our license to use, or the validity of the Intellectual Property, or contest our sole right to register, use, or license others to use the Intellectual Property.
11.3 Use of Intellectual Property.
You must use the Intellectual Property only in connection with the operation of the Franchise Business pursuant to the Franchise Systems and only in the manner specified in this Agreement or by us.
Source: Item 22 — CONTRACTS (FDD page 51)
What This Means (2024 FDD)
According to Azal Coffee's 2024 Franchise Disclosure Document, the brand and its affiliates are the exclusive owners of the intellectual property, which includes any present or future copyrights relating to the systems or the Azal Coffee concept, including, but not limited to, the Brand Standards Manual and marketing materials. This means Azal Coffee retains full ownership and control over the Brand Standards Manual.
As an Azal Coffee franchisee, you acknowledge the validity of the intellectual property and agree that any further rights or goodwill that may develop in any of the intellectual property in the future will solely benefit Azal Coffee and its affiliates. You are prohibited from contesting Azal Coffee's ownership, title, right, or interest in the intellectual property, or contesting their sole right to register, use, or license others to use the intellectual property.
Upon termination of the Franchise Agreement, franchisees must cease using the Brand Standards Manual, the Confidential Information, and all other proprietary business information provided by Azal Coffee. Franchisees must return all copies of the Brand Standards Manual, the Confidential Information, and other bulletins or other materials received from Azal Coffee containing information about the Intellectual Property and Stores. This underscores the importance of adhering to the terms of the franchise agreement and the franchisor's control over its intellectual property.