Are Baya Bar franchisees responsible for the expenses associated with Trade Dress Modifications?
Baya_Bar Franchise · 2024 FDDAnswer from 2024 FDD Document
- 9.4.1 Franchisee is aware that to maintain and improve the image and reputation of the System, Franchisor, in its sole and absolute discretion, may change and modify identifying elements of the System, including but not limited to, the adoption and use of new exterior building designs, new interior decors, new color schemes, new or modified marks, and new furnishings (collectively, "Trade Dress Modifications").
- 9.4.2 No more than once in a five (5)-year period, at Franchisor's request, Franchisee shall refurbish the Franchised Business location at Franchisee's sole expense, as required by Franchisor, to conform to Trade Dress Modifications. This includes, without limitation, structural changes, remodeling, redecoration, and modifications to existing improvements. Notwithstanding the foregoing restriction on the frequency of Trade Dress Modifications, Franchisee, upon notice by Franchisor and in accordance with Section 14.6 hereof, shall immediately discontinue the use of any Mark that is no longer desirable or available to Franchisor and substitute a different Mark or Marks as Franchisor directs.
- 9.4.3 Franchisee will accept, use and display any such Trade Dress Modifications as if they were a part of this Franchise Agreement at the time of execution hereof.
- 9.5 No Liability/Waiver of Claims. Franchisor shall not be liable to Franchisee for any expenses, losses or damages sustained by Franchisee as a result of any of the modifications, including Trade Dress Modifications, required by this Article 9. Franchisee hereby covenants not to commence or join in any litigation or other proceeding against Franchisor or any third party, complaining of any such or seeking expenses, losses or damages caused thereby. Further, Franchisee expressly waives any claims, demands or damages arising from or related to the modifications contemplated by this Article 9, including, without limitation, any claim of breach of contract, breach of fiduciary duty, fraud, and/or breach of the implied covenant of good faith and fair dealing.
Source: Item 22 — CONTRACTS (FDD page 56)
What This Means (2024 FDD)
According to Baya Bar's 2024 Franchise Disclosure Document, franchisees are generally responsible for the expenses associated with trade dress modifications. Baya Bar, in its sole discretion, may change identifying elements of the system, including exterior building designs, interior decors, color schemes, marks, and furnishings, which are referred to as "Trade Dress Modifications."
Specifically, Baya Bar franchisees are required to refurbish their franchised business location at their own expense to conform to these Trade Dress Modifications. This refurbishment can include structural changes, remodeling, redecoration, and modifications to existing improvements. However, these modifications will occur no more than once in a five-year period, unless Baya Bar directs the franchisee to immediately discontinue the use of a mark that is no longer desirable or available.
The franchisee must accept, use, and display any Trade Dress Modifications as if they were part of the original franchise agreement. Baya Bar will not be liable for any expenses, losses, or damages sustained by the franchisee as a result of these modifications, and the franchisee waives any claims against Baya Bar related to these changes.