Does the Baya Bar franchise agreement give the franchisee any right to the franchisor's logos?
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. Except as set forth in this Agreement, Franchisee is prohibited from serving and soliciting customers outside of the Territory and from alternative methods of distribution as more fully specified herein.
- 3.2 Reservation of Rights.
Source: Item 22 — CONTRACTS (FDD page 56)
What This Means (2024 FDD)
According to the 2024 Baya Bar Franchise Disclosure Document, franchisees are granted a license to operate a Baya Bar acai shop, utilizing the franchisor's marks. This license is subject to the terms and conditions outlined in the franchise agreement. The franchisee is permitted to use the marks, but only in strict conformity with the Baya Bar system, which the franchisor may modify or improve over time. The grant of the license applies to a single location within a designated territory.
The Baya Bar franchisee's right to use the intellectual property is further defined in the franchise agreement. Unless authorized or required by the franchisor, franchisees must advertise their franchised business under the marks "Baya Bar" and design and cannot use these marks as part of their corporate or legal name. They must also identify themselves as the owner of the franchised business and as an independent Baya Bar franchisee in conjunction with any use of the intellectual property on items such as invoices, order forms, receipts, and contracts. Any item containing the marks must be approved by the franchisor before distribution or sale.
Upon termination or expiration of the franchise agreement, the franchisee's rights and licenses to use Baya Bar's marks immediately terminate. The franchisee must cease operating the franchised business and cannot identify themselves as a current Baya Bar owner, franchisee, or licensee. They must also stop using the marks, any imitation of the marks, the franchisor's designs, copyrighted material, or other intellectual property. This includes ceasing the use of all signs, billboards, advertising materials, displays, stationery, and forms that display the marks. The franchisee must also take action to cancel any assumed name registrations that contain the Baya Bar mark or any other service mark or trademark of the franchisor.