What are the Baya Bar franchisee's obligations (Item 9) regarding the use of 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 use of Baya Bar's intellectual property. Baya Bar retains the right to substitute different marks if it benefits the system, without liability to the franchisee for any resulting expenses or losses. Franchisees cannot initiate legal proceedings against Baya Bar for these changes. Unless Baya Bar authorizes otherwise, franchisees must advertise their business using the marks "Baya Bar" and its design, and they cannot use these marks as part of their corporate or legal name. Any fictitious names used must include "a franchisee of Baya Bar Franchise Systems, LLC".
Franchisees must identify themselves as the owner of the franchised business and as an independent Baya Bar franchisee in conjunction with any use of Baya Bar's intellectual property, including on invoices, order forms, receipts, and contracts. They must also display a notice in a conspicuous location on the premises, as designated by Baya Bar. Franchisees are prohibited from using Baya Bar's intellectual property to incur any obligations or indebtedness on behalf of Baya Bar. Any item containing Baya Bar's marks must receive written approval from Baya Bar before distribution or sale, which Baya Bar can grant or deny at its discretion.
Franchisees must immediately notify Baya Bar of any apparent infringement or challenge to their use of Baya Bar's intellectual property, or any claim by any person of rights in any intellectual property. Upon termination or expiration of the Franchise Agreement, franchisees 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 Marks, any imitation of any Mark, Baya Bar's designs, copyrighted material, or other intellectual property.
Furthermore, franchisees must stop using any trade name, trade or service mark, or other commercial symbol that suggests an association with Baya Bar or its affiliates. This includes ceasing the use of all signs, billboards, advertising materials, displays, stationery, forms, and any other articles displaying the Marks. Franchisees must also take necessary actions to cancel any assumed name or equivalent registration that contains the Mark or any other service mark or trademark of Baya Bar, providing evidence of compliance within five days after termination or expiration.