Is the license granted to Belocal by the franchisee a worldwide license?
Belocal Franchise · 2025 FDDAnswer from 2025 FDD Document
. In the event that the foregoing provisions of this Section 5.T. 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 the content to the extent such use or sublicense would, absent this Agreement, directly or indirectly, infringe Franchisee's or their rights therein.
- U. Improvements. If Franchisee, Franchisee's Independent Staff, or Principals develop any new concept, process, or improvement in the operation or promotion of the Franchised Business ("Improvement"), Franchisee agrees to promptly notify Franchisor and provide Franchisor with all necessary related information, without compensation. Any such Improvement shall become Franchisor's sole property, and Franchisor shall be the sole owner of all related patents, patent applications, and other intellectual property rights. Franchisee and Franchisee's Principals hereby assign to Franchisor any rights Franchisee or they may have or acquire in any Improvement, including the right to modify any
Improvement, and waive and/or release all rights of restraint and moral rights therein and thereto. 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.
V. Client and Other Data.
Source: Item 22 — CONTRACTS (FDD page 71)
What This Means (2025 FDD)
According to Belocal's 2025 Franchise Disclosure Document, under certain circumstances, the franchisee grants Belocal a worldwide license. Specifically, if the provisions regarding intellectual property rights related to content created by the franchisee are deemed invalid or unenforceable, the franchisee grants Belocal a worldwide, perpetual, non-exclusive, fully paid license to use and sublicense the use of the content. This license applies to the extent that the use or sublicense would, without the agreement, infringe on the franchisee's rights.
Similarly, regarding any new concept, process, or improvement developed by the franchisee related to the Belocal business, if the provisions assigning ownership of these improvements to Belocal are found invalid or unenforceable, the franchisee grants Belocal a worldwide, perpetual, non-exclusive, fully paid license to use and sublicense the use of any improvement. This ensures Belocal can still utilize these improvements even if the initial ownership assignment is challenged.
In practical terms, this means that while Belocal aims to own all intellectual property related to improvements and content, it secures a fall-back license to ensure it can still use these assets on a worldwide basis, even if the primary ownership provisions are not upheld. This protects Belocal's ability to operate and expand its business globally, regardless of potential legal challenges to its intellectual property ownership.