How does the Baya Bar initial investment (Item 7) relate to the franchisee's obligations regarding trademarks (Item 13)?
Baya_Bar Franchise · 2024 FDDAnswer from 2024 FDD Document
[Item 1: THE FRANCHISOR AND ANY PARENTS, PREDECESSORS, AND AFFILIATES]
Our seventh affiliate is Baya Bar Avenue J LLC, a New York limited liability company, formed on October 1, 2020, and headquartered at 1301 Avenue J, Brooklyn, New York, 11230. This affiliate owns one business of the type being franchised which has been in operation since March 2021 and is located at its headquarters. This affiliate has never offered franchises in this or any other line of business and is not an approved supplier of any product or service that you must purchase or lease.
Description of Franchise
We offer franchises for the right to establish and operate a specialty acai bar and café retail business ("Shop" or "Franchised Business"). The Shops operate under the trade name and mark "Baya Bar" and the additional principal service marks, trademarks, trade names, logos, emblems and indicia of origin identified in Item 13. These principal marks and all other marks which may be designated by us in the future in writing for use with the System (defined below) are referred to in this Disclosure Document as the "Marks" or "Proprietary Marks".
Baya Bar Shops are operated under the Marks and the System in accordance with the terms of the Franchise Agreement. Baya Bar Shops are typically located in shopping malls, strip shopping centers, or in downtown settings and will need approximately 750 to 1,200 square feet of space.
| This Confidentiality and Non-Compete Agreement (the "Agreement") is made and entered into |
|---|
| this |
| day of |
| , 20 |
| , by |
| , a(n) |
| ("Franchisee"), a franchisee of Baya Bar Franchise |
| Systems, LLC, a New York limited liability company ("Franchisor"), and |
| , an individual ("Covenantor") in connection with an Franchise Agreement dated. |
| WHEREAS, Franchisee and Franchisor are parties to a franchise agreement dated |
| , 20 |
| (the "Franchise Agreement"), whereby Franchisor has granted Franchisee |
| the right to use certain trademarks, including, the registered trademark "Baya Bar" and design mark, |
| and certain proprietary products, services, promotions and methods (the "System") for the |
| establishment and operation of Franchised Business outlets; |
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.
- 14.7.4 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.
18.1 Franchisee's Obligations. Upon termination or expiration of this Agreement, all rights and licenses granted hereunder to Franchisee shall immediately terminate and Franchisee and each Principal, if any, shall:
- 18.1.1 immediately cease to operate the Franchised Business, and shall not thereafter, directly or indirectly identify himself, herself or itself as a current Baya Bar owner, franchisee or licensee;
- 18.1.2 immediately and permanently cease to use the Marks, any imitation of any Mark, Franchisor's designs, copyrighted material or other intellectual property, confidential or proprietary material or indicia of the Franchised Business, or use any trade name, trade or service mark or other commercial symbol that suggests an association with Franchisor, and/or Franchisor's affiliate(s), or the System. In particular, Franchisee shall cease to use, without limitation, all signs, billboards, advertising materials, displays, stationery, forms and any other articles, which display the Marks;
- 18.1.3 take such action as may be necessary to cancel any assumed name or equivalent registration that contains the Mark or any other service mark or
What This Means (2024 FDD)
According to Baya Bar's 2024 Franchise Disclosure Document, the initial investment is related to the franchisee's right to use Baya Bar's trademarks and operate under the Baya Bar system. The franchise agreement grants the franchisee the right to use Baya Bar's trademarks, service marks, trade names, logos, emblems, and indicia of origin, referred to as the "Marks" or "Proprietary Marks." This right is central to operating a Baya Bar shop. The initial investment covers various aspects of setting up the business, including those related to adhering to Baya Bar's brand standards and utilizing its intellectual property.
As part of the franchise agreement, Baya Bar franchisees must adhere to specific guidelines regarding the use of the brand's intellectual property. Franchisees must advertise the Franchised Business only under the Marks "Baya Bar" and design, unless otherwise authorized or required by the franchisor. They cannot use the Marks as part of their corporate or legal name, but must 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. Any item offered by Franchisee that contains the Marks, must be approved by Franchisor in writing prior to being distributed or sold by Franchisee.
Upon termination or expiration of the franchise agreement, the franchisee's rights to use Baya Bar's intellectual property immediately cease. The franchisee must stop operating the Franchised Business and cannot identify themselves as a current Baya Bar owner, franchisee, or licensee. They must immediately and permanently cease using the Marks, any imitation of any Mark, Franchisor's designs, copyrighted material, or other intellectual property. This includes ceasing the use of all signs, billboards, advertising materials, displays, stationery, forms, and any other articles that display the Marks. The franchisee must also take action to cancel any assumed name or equivalent registration that contains the Mark or any other service mark or trademark of Baya Bar.