What standards must Baya Bar franchisee advertising conform to?
Baya_Bar Franchise · 2024 FDDAnswer from 2024 FDD Document
or materials proposed or developed by Franchisee for the Baya Bar brand and approved by Franchisor may be used by other System franchisees without any compensation to Franchisee.
14. INTELLECTUAL PROPERTY
14.1 Ownership.
- 14.1.1 Franchisee expressly understands and acknowledges that Franchisor and/or Franchisor's affiliate(s) are the record owner of the Marks. Franchisor holds the exclusive right to license the Marks to franchisees of the System for use pursuant to the System. Franchisee further expressly understands and acknowledges that Franchisor and/or Franchisor's affiliate(s) claim copyrights on certain material used in the System, including but not limited to its website, documents, advertisements, promotional materials and the Manual, whether or not Franchisor has filed for copyrights thereto with the U.S. Copyright Office. The Marks and copyrights, along with Franchisor's trade secrets, service marks, trade dress and proprietary systems are hereafter collectively referred to as the "Intellectual Property".
- 14.1.2 As between Franchisor and Franchisee, Franchisor and/or Franchisor's affiliate(s) are the owner of all right, title and interest in and to the Intellectual Property and the goodwill associated with and symbolized by them.
- 14.2 No Interference. Neither Franchisee nor any Principal shall take any action that would prejudice or interfere with the validity of Franchisor's and/or Franchisor's affiliate(s) rights with respect to the Intellectual Property. Nothing in this Agreement shall give the Franchisee any right, title, or interest in or to any of the Intellectual Property or any of Franchisor's and/or Franchisor's affiliate(s)'s service marks, trademarks, trade names, trade dress, logos, copyrights or proprietary materials, except the right to use the Intellectual Property and the System in accordance with the terms and conditions of this Agreement for the operation of a Franchised Business and only at or from the Franchised Business location or in approved advertising related to the Franchised Business.
- 14.3 Goodwill. Franchisee understands and agrees that any and all goodwill arising from Franchisee's use of the Intellectual Property and the System shall inure solely and exclusively to the benefit of Franchisor and/or Franchisor's affiliate(s), and upon expiration or termination of this Agreement and the license herein granted, no monetary amount shall be assigned as attributable to any goodwill associated with Franchisee's use of the Intellectual Property.
- 14.4 Validity. Franchisee shall not contest the validity of, or Franchisor's and/or Franchisor's affiliate(s)'s interest in, the Intellectual Property or assist others to contest the validity of, or Franchisor's and/or Franchisor's affiliate(s)'s interest in, the Intellectual Property.
- 14.5 Infringement. Franchisee acknowledges that any unauthorized use of the Intellectual Property shall constitute an infringement of Franchisor's and/or
Franchisor's affiliate(s)'s rights in the Intellectual Property and a material event of default hereunder. Franchisee shall provide Franchisor and/or Franchisor's affiliate(s) with all assignments, affidavits, documents, information and assistance Franchisor and/or Franchisor's affiliate(s) reasonably requests to fully vest in Franchisor and/or Franchisor's affiliate(s) all such rights, title and interest in 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.
Source: Item 22 — CONTRACTS (FDD page 56)
What This Means (2024 FDD)
According to the 2024 Baya Bar FDD, franchisees must adhere to specific standards regarding advertising and intellectual property. Unless authorized or required by Baya Bar, franchisees can only advertise their Baya Bar business using the marks "Baya Bar" and its design. They cannot use these marks as part of their corporate or legal name. Any fictitious names used must include the designation "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 when using Baya Bar's intellectual property on items like invoices, order forms, receipts, and contracts. This also includes displaying a notice in a conspicuous location on the premises, as designated by Baya Bar. Franchisees cannot use Baya Bar’s intellectual property to incur any obligations or debts on behalf of the franchisor.
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 challenges to the use of its intellectual property. Furthermore, all advertising plans and materials must be submitted to Baya Bar for approval, which Baya Bar must approve or disapprove within ten business days. Failure to respond within this period results in disapproval. Franchisees must discontinue using any unapproved advertising materials and must stop using previously approved materials upon notice from Baya Bar. Any advertising concepts developed by the franchisee and approved by Baya Bar may be used by other franchisees without compensation to the original franchisee.