What is the nature of the license agreement between Belocal and The N2 Company regarding the Marks?
Belocal Franchise · 2025 FDDAnswer from 2025 FDD Document
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Our rights to the Marks and the proprietary System know-how are derived from a non-exclusive, perpetual license ("Intercompany License") between us and The N2 Company. The Intercompany License grants us the right to use the Marks and the proprietary information related to the System, such as the know-how and the Franchise Brand Standards Manual, for the purpose of licensing them to our franchisees and fulfilling our obligations under the Franchise Agreement. The Intercompany License is perpetual and terminable only for material breach of the Intercompany License agreement and only if we do not cure or begin to cure such breach within 90 days after notice. We and The N2 Company may also mutually agree to modify the terms of the Intercompany License. Termination of the Intercompany License will not change the effectiveness of any Franchise Agreement as long as you are not in default under such Franchise Agreement. We know of no other agreements currently in effect which significantly limit our rights to use or license the use of the Marks in any manner material to you.
We are not obligated to protect your rights to use the Marks or to protect you against claims of infringement or unfair competition. We are not obligated to participate in your defense or to indemnify you for expenses or damages if you are party to an administrative or judicial proceeding involving the Marks.
You must immediately notify us of any infringement of the Marks or of any challenge to the use of any of the Marks or claim by any person of any rights in any of the Marks. You and your Principals must agree not to communicate with any person other than us, any designated affiliate, and our or their counsel about any infringement, challenge, or claim of this type. We or our affiliates have sole discretion (but not the obligation) to take any action we deem appropriate and the right to exclusively control any litigation, or Patent and Trademark Office (or other) proceeding, arising out of any alleged infringement, challenge, or claim concerning any of the Marks. You must execute all instruments and documents and give us any assistance that, in our counsel's opinion, may be necessary or advisable to protect and maintain our interests
or those of our affiliates in any litigation or proceeding of this type or to otherwise protect and maintain our or their interest in the Marks.
You may not use any of the Marks as part of your corporate or other name or as part of a domain name. You must also follow our instructions for identifying yourself as a franchisee and for filing and maintaining the requisite trade name or fictitious name registrations. You must execute any documents we or our counsel determine are necessary to obtain protection for the Marks or to maintain their continued validity and enforceability. Neither you nor your Principal(s) may take any action that would prejudice or interfere with the validity of our rights with respect to the Marks, nor may you or your Principal(s) contest the validity of our interest in the Marks or assist others to do so.
We have the right to substitute different trade names, service marks, trademarks, and indicia of origin for the Marks if the Marks can no longer be used, or if we determine, in our sole discretion, that the substitution will be beneficial to the System. If we pursue any such substitution, we may require you to discontinue or modify your use of any Mark or use one or more additional or substitute Marks at your expense.
ITEM 14.
Source: Item 13 — TRADEMARKS (FDD pages 44–46)
What This Means (2025 FDD)
According to Belocal's 2025 Franchise Disclosure Document, Belocal's rights to use its trademarks and proprietary system know-how are based on a non-exclusive, perpetual license agreement with The N2 Company, referred to as the "Intercompany License." This license grants Belocal the right to use the Marks and proprietary information related to the System, such as the know-how and the Franchise Brand Standards Manual, for the purpose of licensing them to its franchisees and fulfilling its obligations under the Franchise Agreement.
The Intercompany License is perpetual, meaning it lasts indefinitely, but it can be terminated if Belocal materially breaches the agreement and fails to cure or begin to cure the breach within 90 days after receiving notice. Belocal and The N2 Company can also mutually agree to modify the terms of the Intercompany License. Importantly, the termination of the Intercompany License will not affect the validity of any Franchise Agreement, as long as the franchisee is not in default under their agreement.
Belocal is not obligated to protect a franchisee's right to use the Marks or defend them against infringement claims. The franchisee is required to immediately notify Belocal of any trademark infringements or challenges to the use of the Marks. Belocal has the sole discretion, but not the obligation, to take action regarding any alleged infringement. The franchisee must assist Belocal in protecting its interests in any related legal proceedings. The franchisee cannot use the Marks as part of their corporate or domain name and must follow Belocal's instructions for identifying themselves as a franchisee.
Belocal retains the right to substitute different trademarks for the Marks if the current Marks can no longer be used or if Belocal determines that a substitution would benefit the System. If such a substitution occurs, Belocal may require the franchisee to discontinue or modify their use of any Mark or use one or more additional or substitute Marks at the franchisee's expense. Several Marks are registered with the USPTO, including BELOCAL (word), N2 PUBLISHING (design), HYPORT DIGITAL (word), MEDICAL PROFESSIONALS (word), and UNIQUELY YOU!