Is the Baya Bar franchisee required to use only the licensed Marks?
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 generally required to use only the licensed Marks. The franchise agreement grants the franchisee a license to operate a Baya Bar acai shop franchise using only the Marks licensed under the agreement. This license is specifically for a single location within a designated territory. Unless authorized or required by Baya Bar, franchisees must advertise their franchised business under the Marks "Baya Bar" and design and must not use the Marks as part of their corporate or legal name. All fictitious names used by the franchisee must bear the designation "a franchisee of Baya Bar Franchise Systems, LLC".
Baya Bar retains the right to substitute different Marks if it deems beneficial to the system, without liability for any expenses, losses, or damages incurred by the franchisee as a result of these changes. Franchisees are also required to 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, including on invoices, order forms, receipts, and contracts. Any item offered by the franchisee that contains the Marks must be approved by Baya Bar in writing before distribution or sale.
Upon termination or expiration of the franchise agreement, the franchisee must immediately cease using the Marks or any imitation of the Marks, and cannot use any trade name or commercial symbol that suggests an association with Baya Bar. The franchisee must also take action to cancel any assumed name registration that contains the Mark. These stipulations ensure that Baya Bar maintains control over its brand identity and prevents unauthorized use of its intellectual property.
These requirements are typical in franchising, as franchisors need to protect their trademarks and ensure consistent branding across all franchise locations. Prospective franchisees should be aware of these restrictions and understand that they must adhere to Baya Bar's guidelines regarding the use of the Marks.