What are the Baya Bar franchisee's obligations (Item 9) regarding the trademarks (Item 13)?
Baya_Bar Franchise · 2024 FDDAnswer from 2024 FDD Document
and to the Intellectual Property, including all such items as are reasonably requested by Franchisor and/or Franchisor's affiliate(s) to register, maintain and enforce such rights in the Intellectual Property.
- 14.6 Substitution. Franchisor reserves the right to substitute different Marks for use in identifying the System and the Franchised Business, if it in its sole discretion, determines that substitution of different Marks will be beneficial to the System. Franchisor will not be liable to Franchisee for any expenses, losses or damages sustained by Franchisee as a result of any additions, modifications, substitutions or discontinuation of the Marks. Franchisee covenants not to commence or join in any litigation or other proceeding against Franchisor for any of these expenses, losses or damages.
- 14.7 Franchisee's Use of the Intellectual Property. With respect to Franchisee's use of the Intellectual Property pursuant to this Agreement, Franchisee further agrees that:
- 14.7.1 Unless otherwise authorized or required by Franchisor, Franchisee shall advertise the Franchised Business only under the Marks "Baya Bar" and design. Franchisee shall not use the Marks as part of its corporate or other legal name. All fictitious names used by Franchisee shall bear the designation "a franchisee of Baya Bar Franchise Systems, LLC"
- 14.7.2 Franchisee shall identify itself as the owner of the Franchised Business and as an independent Baya Bar franchisee in conjunction with any use of the Intellectual Property, including, but not limited to, uses on invoices, order forms, receipts and contracts, as well as the display of a notice in such content and form and at such conspicuous locations on the premises of the Franchised Business as Franchisor may designate in writing.
- 14.7.3 Franchisee shall not use the Intellectual Property to incur any obligation or indebtedness on behalf of Franchisor.
- 14.7.4 Any item offered by Franchisee that contains the Marks, must be approved by Franchisor in writing prior to being distributed or sold by Franchisee and such approval may be granted or denied in Franchisor's sole and absolute discretion.
- 14.8 Claims. Franchisee shall notify Franchisor immediately via both email and telephone, of any apparent infringement of or challenge to Franchisee's use of any Intellectual Property and of any claim by any person of any rights in any
Intellectual Property. Franchisee shall not communicate with any person other than Franchisor or any designated affiliate thereof, their counsel and Franchisee's counsel in connection with any such infringement, challenge or claim. Franchisor shall have complete discretion to take such action as it deems appropriate in connection with the foregoing, and the right to control exclusively, or to delegate control to any of its affiliates of, any settlement, litigation or other proceeding arising out of any such alleged infringement, challenge or claim or otherwise relating to any Intellectual Property. Franchisee agrees to execute any and all instruments and documents, render such assistance, and do such acts or things as may, in the opinion of Franchisor, reasonably be necessary or advisable to protect and maintain the interests of Franchisor or any other person or entity in any litigation or other proceeding or to otherwise protect and maintain the interests of Franchisor or any other interested party in the Intellectual Property.
What This Means (2024 FDD)
According to the 2024 Baya Bar Franchise Disclosure Document, franchisees have several obligations regarding the brand's trademarks and intellectual property. Baya Bar grants franchisees the right to operate under the "Baya Bar" trade name and associated marks, but franchisees must adhere to specific guidelines to protect these trademarks. Franchisees must only advertise under the "Baya Bar" marks unless otherwise authorized and cannot use the marks as part of their legal corporate name. Any assumed names must include "a franchisee of Baya Bar Franchise Systems, LLC".
Franchisees must identify themselves as independent Baya Bar franchisees in conjunction with any use of the intellectual property, including on invoices, order forms, receipts, and contracts. They cannot use the intellectual property to incur any obligations on behalf of Baya Bar. Any item offered by the franchisee that contains the Baya Bar marks must be approved by Baya Bar in writing before distribution or sale. Franchisees are required to notify Baya Bar immediately of any apparent infringement or challenge to the use of any intellectual property.
Upon termination or expiration of the Franchise Agreement, the franchisee must immediately cease operating the franchised business and cannot identify themselves as a current Baya Bar owner, franchisee, or licensee. They must also immediately and permanently stop using the Baya Bar marks, any imitations of the marks, Baya Bar's designs, copyrighted material, or other intellectual property. This includes ceasing the use of all signs, billboards, advertising materials, and stationery that display the marks. The franchisee must also take necessary actions to cancel any assumed name registrations that contain the Baya Bar mark and provide evidence of compliance to Baya Bar within five days of termination or expiration.
Baya Bar retains the right to substitute different marks for use in identifying the system and the franchised business if it determines that doing so would benefit the system. Baya Bar will not be liable for any expenses, losses, or damages sustained by the franchisee as a result of any additions, modifications, substitutions, or discontinuation of the marks. The franchisee agrees not to commence or join in any litigation against Baya Bar for any of these expenses, losses, or damages.