Does a Belocal franchisee irrevocably designate and appoint Belocal as their agent and attorney-in-fact to execute and file documentation related to intellectual property rights?
Belocal Franchise · 2025 FDDAnswer from 2025 FDD Document
Franchisee and Franchisee's Principals agree to assist Franchisor in obtaining and enforcing the intellectual property rights to any such Improvement in any and all countries and further agree to execute and provide Franchisor with all necessary documentation for obtaining and enforcing such rights. Each of Franchisee and Franchisee's Principals hereby irrevocably designates and appoints Franchisor as its or their agent and attorney-in-fact to execute and file any such documentation and to do all other lawful acts to further the prosecution and issuance of patents or other intellectual property rights related to any such Improvement. In the event that the foregoing provisions of this Section 5.U. are found to be invalid or otherwise unenforceable, Franchisee and Franchisee's Principals hereby grant to Franchisor a worldwide, perpetual, non-exclusive, fully paid license to use and sublicense the use of any Improvement to the extent such use or sublicense would, absent this Agreement, directly or indirectly, infringe Franchisee's or their rights therein.
Source: Item 22 — CONTRACTS (FDD page 71)
What This Means (2025 FDD)
According to Belocal's 2025 Franchise Disclosure Document, franchisees and their principals do irrevocably designate and appoint Belocal as their agent and attorney-in-fact to execute and file documentation related to intellectual property rights, specifically regarding any improvements made to the Belocal system. This appointment empowers Belocal to act on behalf of the franchisee in securing and enforcing intellectual property rights related to these improvements. This includes executing and filing necessary documentation and performing lawful acts to further the prosecution and issuance of patents or other intellectual property rights.
This provision ensures that Belocal maintains control over any advancements or modifications to their established system. By assigning intellectual property rights of improvements to Belocal, franchisees contribute to the overall brand consistency and protect the franchisor's intellectual property.
However, if the provisions regarding the assignment of intellectual property rights are deemed invalid or unenforceable, the franchisee grants Belocal a worldwide, perpetual, non-exclusive, fully paid license to use and sublicense any improvement. This license allows Belocal to continue using the improvement even if the assignment is not legally upheld, ensuring that Belocal can still benefit from the franchisee's innovations. This arrangement underscores the importance of franchisees understanding the full scope of intellectual property rights and obligations within the franchise agreement.