What rights does a Baya Bar franchisee have to use the Intellectual Property?
Baya_Bar Franchise · 2024 FDDAnswer from 2024 FDD Document
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. Franchisor will indemnify and defend Franchisee against and reimburse Franchisee for actual damages (including settlement amounts) for which Franchisee is held liable in any proceeding arising out of Franchisee's use of any of the Intellectual Property that infringes on the rights of any other party, provided that the conduct of Franchisee with respect to such proceeding and use of the Intellectual Property is in full compliance with the terms of this Agreement.
- 14.9 Franchisor may use and grant franchises and licenses to others to use the Intellectual Property and the System and to establish, develop and franchise other systems, different from the System licensed to Franchisee herein, without offering or providing Franchisee any rights in, to or under such other systems and Franchisor may modify or change, in whole or in part, any aspect of the Intellectual Property or the System, so long as Franchisee's rights thereto are in no way materially harmed thereby.
- 14.10 Franchisee shall not register or attempt to register the Intellectual Property in Franchisee's name or that of any other person, firm, entity or corporation.
15. INSURANCE AND INDEMNIFICATION
- 15.1 Procurement.
Source: Item 22 — CONTRACTS (FDD page 56)
What This Means (2024 FDD)
According to the 2024 Baya Bar Franchise Disclosure Document, a franchisee's rights to use Baya Bar's intellectual property are defined and limited by the franchise agreement. Baya Bar retains ownership of all intellectual property, including trademarks, copyrights, trade secrets, service marks, and trade dress. The franchisee is granted a license to use these marks solely for operating their Baya Bar acai shop in accordance with the Baya Bar system. This use is restricted to a single location within a designated territory. Franchisees must identify themselves as independent Baya Bar franchisees in conjunction with any use of the intellectual property.
Baya Bar franchisees can only advertise their franchised business under the marks "Baya Bar" and design, unless otherwise authorized. They cannot use the marks as part of their corporate or legal name, but must indicate they are "a franchisee of Baya Bar Franchise Systems, LLC" in any fictitious names used. Any item containing Baya Bar's marks that a franchisee offers must be approved in writing by Baya Bar before distribution or sale. Franchisees must also notify Baya Bar immediately of any apparent infringement or challenge to the use of any intellectual property.
Franchisees must get approval from Baya Bar for all advertising and promotional materials. Baya Bar has ten business days to approve or disapprove the plans. If Baya Bar does not respond within those ten business days, the plans are "disapproved". Franchisees cannot use unapproved materials. Furthermore, Baya Bar can allow other franchisees to use any advertising, marketing, or sales concepts developed and approved for one franchisee without compensating the originating franchisee. Upon termination or expiration of the franchise agreement, the franchisee must immediately cease all use of Baya Bar's marks and intellectual property.