What rights has Better Blend Nutrition, LLC granted to the franchisor regarding the trademarks?
Better_Blend Franchise · 2024 FDDAnswer from 2024 FDD Document
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Agreements
Better Blend Nutrition, LLC, our affiliate, owns the trademarks described in this Item. Under an Intercompany License Agreement between us and Better Blend Nutrition, LLC, we have been granted the exclusive right to sublicense the trademarks to franchisees throughout the United States. The agreement has no expiration. It may be modified only by mutual consent of the parties. It may be terminated by our affiliate only if (1) we materially misuse the trademarks and fail to correct the misuse, or (2) we discontinue commercial use of the trademarks for a continuous period of more than one year. The Intercompany License Agreement specifies that if it is ever terminated, your franchise rights will remain unaffected.
Better Blend Nutrition, LLC entered into a Settlement and Trademark Coexistence Agreement dated November 13, 2020, with Better Blends, LLC, a Minnesota limited liability company (as amended by an Addendum dated November 17, 2021), in which our affiliate agreed to not use the words "BETTER" and "BLEND" except in conjunction with restaurant services and direct sales of goods to consumers and not through third parties (e.g. a grocery store), and to not use its marks or promote its goods and services in a manner likely to cause confusion.
Better Blend Nutrition, LLC entered into a Coexistence Agreement dated April 18, 2023, with J&S Vision Marketing, Inc. ("J&S"). J&S owns U.S. Trademark Registration No. 6,443,280 for use of the mark "BLEND NUTRITION". The parties agreed that there was no likelihood of confusion between their respective marks. Each party agreed to not use its marks or promote its goods and services in a manner likely to cause confusion, and to cooperate in the event of actual consumer confusion.
Protection of Rights
We protect your right to use the principal trademarks listed in this Item, and we protect you against claims of infringement or unfair competition arising out of your use of the trademarks, to the extent described in this section.
The franchise agreement obligates you to notify us of the use of, or claims of rights to, a trademark identical to or confusingly similar to a trademark licensed to you.
Source: Item 13 — TRADEMARKS (FDD pages 29–31)
What This Means (2024 FDD)
According to Better Blend's 2024 Franchise Disclosure Document, Better Blend Nutrition, LLC, which is an affiliate of the franchisor, owns the trademarks. Under an Intercompany License Agreement between Better Blend and Better Blend Nutrition, LLC, the franchisor has been granted the exclusive right to sublicense the trademarks to franchisees throughout the United States. This agreement has no expiration date and can only be modified by mutual consent of both parties. The agreement can be terminated by Better Blend Nutrition, LLC only if Better Blend materially misuses the trademarks and fails to correct the misuse, or if Better Blend discontinues commercial use of the trademarks for a continuous period of more than one year. Importantly, the Intercompany License Agreement specifies that if it is ever terminated, the franchisee's franchise rights will remain unaffected.
Better Blend is obligated to protect the franchisee's right to use the principal trademarks and defend against claims of infringement or unfair competition arising from the franchisee's use of the trademarks, as outlined in the FDD. The franchise agreement requires franchisees to notify Better Blend of any use of, or claims to, a trademark that is identical or confusingly similar to the licensed trademarks. However, Better Blend is not obligated to take affirmative action upon receiving such notifications but retains the right to control any administrative proceedings or litigation involving the licensed trademark.
If a franchisee uses Better Blend's trademarks in accordance with the franchise agreement, Better Blend will defend the franchisee (at its expense) against any legal action by a third party alleging infringement and will indemnify the franchisee for expenses and damages if the legal action is resolved unfavorably. Better Blend retains the right to require a franchisee to modify or discontinue using a trademark, at the franchisee's expense, providing a reasonable compliance period not exceeding 90 days. After this period, the franchisee would no longer have the right to use the unmodified or discontinued trademark, although the other rights under the franchise agreement remain unchanged.