Does Bevaris Alliance warrant that the Franchisee's use of the Intellectual Property will not infringe on any third party's intellectual property rights?
Bevaris_Alliance Franchise · 2024 FDDAnswer from 2024 FDD Document
- 15.1 Franchisor's warranty. The Franchisor warrants that it is not aware of any reason why it might not be entitled to license the Intellectual Property and why the use of the Intellectual Property by the Franchisee in accordance with the terms of this agreement would constitute an infringement of any third party's intellectual property.
- 15.2 Limited rights granted. The Franchisee acknowledges that:
- (a) it does not have any right, title or interest in the Intellectual Property or any updates or improvements to it, save as specifically set out in this agreement, and the Manual; and
Source: Item 23 — RECEIPT (FDD pages 22–88)
What This Means (2024 FDD)
According to the 2024 Bevaris Alliance Franchise Disclosure Document, Bevaris Alliance provides a limited warranty regarding intellectual property. Specifically, Bevaris Alliance warrants that it is not aware of any reason that would prevent them from licensing the intellectual property to the franchisee. They also state that they are not aware of any reason why the franchisee's use of the intellectual property, in accordance with the franchise agreement, would infringe upon a third party's intellectual property rights.
However, this is not an unqualified guarantee. It is based on Bevaris Alliance's current knowledge. If Bevaris Alliance becomes aware of a potential infringement issue, it is not obligated to defend the franchisee, but rather the franchisee must rely on the terms of the franchise agreement.
The franchise agreement stipulates that if the franchisee becomes aware of any potential or actual infringement of intellectual property, or any situation suggesting that the use of intellectual property might infringe on a third party's rights, the franchisee must immediately inform Bevaris Alliance with all the details requested. Bevaris Alliance retains the right to manage any legal proceedings related to intellectual property, including any alleged infringements, and will decide on the appropriate course of action. The franchisee is obligated to cooperate with Bevaris Alliance in such actions, with Bevaris Alliance covering reasonable expenses incurred by the franchisee for their cooperation.
These clauses highlight the importance of franchisees using the intellectual property strictly as permitted in the franchise agreement and manual. Franchisees must not use confusingly similar intellectual property, take actions that could harm Bevaris Alliance's intellectual property rights, or fail to adhere to the franchisor's instructions regarding advertising and promotional materials. By adhering to these guidelines, franchisees can minimize the risk of intellectual property disputes and maintain a good working relationship with Bevaris Alliance.