Is Baya Bar allowed to modify or change any aspect of the Intellectual Property or the System?
Baya_Bar Franchise · 2024 FDDAnswer from 2024 FDD Document
erein, and intending to be legally bound hereby, mutually agree as follows:
1. RECITATIONS. The Recitations set out above form part of this Agreement.
2. GRANT OF FRANCHISE. Franchisor hereby grants to Franchisee and Franchisee accepts, upon the terms and conditions contained in this Agreement, the license to operate a Baya Bar acai shop franchise (the "Franchise" or " the Franchised Business"), using only the Marks licensed hereunder, in strict conformity with the System, which may be changed, improved and further developed by Franchisor from time to time. This grant applies only to a single location within a territory that is designated in Attachment 3 attached hereto and incorporated herein (the "Territory").
3. TERRITORY
- 3.1 Territory. This Agreement grants Franchisee the right to operate the Franchised Business at a single location and from within the Territory. Subject to Section 3.2 below, Franchisor agrees that during the Term of this Agreement, Franchisor will not operate, and will not authorize any other franchisees to operate, a Baya Bar outlet in the Territory using the same Marks as licensed to Franchisee in this Agreement so long as Franchisee is not in default under this Agreement or this Agreement has not been terminated. Except as otherwise specified in this Agreement, Franchisor reserves the right to open, operate or franchise Baya Bar franchises bordering and adjacent to the Territory.
Source: Item 22 — CONTRACTS (FDD page 56)
What This Means (2024 FDD)
According to Baya Bar's 2024 Franchise Disclosure Document, Baya Bar retains the right to modify or change the System. The document states that the franchise is granted under the condition that the franchisee operates in strict conformity with the System, which Baya Bar can change, improve, and further develop over time. This includes the Marks used to identify the System and the Franchised Business, where Baya Bar reserves the right to substitute different Marks if it determines it will benefit the System.
Baya Bar will not be liable to the franchisee for any expenses, losses, or damages resulting from any additions, modifications, substitutions, or discontinuation of the Marks. The franchisee agrees not to take legal action against Baya Bar for these expenses, losses, or damages. Franchisees must advertise the Franchised Business only under the Marks "Baya Bar" and design, unless otherwise authorized or required by Baya Bar.
Baya Bar also claims copyrights on certain material used in the System, including its website, documents, advertisements, promotional materials, and the Manual. Franchisees must understand and acknowledge that Baya Bar and/or its affiliates own all rights, titles, and interests in the Intellectual Property and the goodwill associated with it. Franchisees are prohibited from taking any action that would prejudice or interfere with the validity of Baya Bar's rights regarding the Intellectual Property.