What constitutes a breach of the Bft franchise agreement regarding unauthorized use of the Marks?
Bft Franchise · 2025 FDDAnswer from 2025 FDD Document
ement of the Interim Period, Franchisee (i) will be required to pay the then-current Royalty Fee (as defined in Section 5.2 of this Agreement), then-current Fund Contributions (as defined in Section 5.6 of this Agreement), and all other then-current fees required to be paid by franchisees, and (ii) must deliver an executed general release in the form and substance satisfactory to Franchisor, releasing any and all claims Franchisee and its related parties may have against Franchisor and its affiliates, and their respective owners, officers, directors, employees, agents, successors and assigns. By accepting any then-current fees, Franchisor does not waive any of its rights and remedies under this Agreement, including the right to terminate this Agreement.
4. TRADEMARK STANDARDS
- 4.1 Ownership of Marks. Franchisee acknowledges the validity of the Marks and agrees and recognizes that the Marks are the sole and exclusive property of Franchisor and/or its affiliates. Franchisee further acknowledges that its right to use the Marks and System is derived solely from this Agreement and is limited to the operation of the Studio pursuant to and in compliance with this Agreement. Any unauthorized use of the Marks by Franchisee shall be a breach of this Agreement and an infringement of the rights of Franchisor and its affiliates. Franchisee's use of the Marks inures to the benefit of Franchisor, which owns all goodwill now and hereafter associated with the Marks. Franchisee agrees not to contest ownership or registration of the Marks. Franchisor agrees to indemnify Franchisee from any claims, costs or fees associated with Franchisee's authorized use of the Marks in accordance with this Agreement, subject to the requirement that Franchisor be immediately notified of any third-party challenge to Franchisee's authorized use of any Mark under this Agreement, and Franchisor has the right to control any related dispute or proceeding.
- 4.2 Use of Marks. Franchisee shall not use any Mark (i) as part of any corporate or business name with any prefix, suffix or other modifying words, terms, designs or symbols, or in any modified form, or (ii) to advertise any prospective Transfer that would require Franchisor's approval under Section 14 of this Agreement. Franchisee shall display and use the Marks only in the manner and form prescribed or authorized by Franchisor and shall conduct no other business using the Marks other than that prescribed by Franchisor. Franchisee shall not use any other mark, name, commercial symbol or logotype in connection with the operation of the Studio and shall not market any product or service relating to the Studio without
Franchisor's written consent, and if such consent is granted, such product or service must be marketed in a manner acceptable to Franchisor.
Franchisee agrees to give such notices of trademark and service mark registrations and copyrights (including the ® and © symbols) as Franchisor specifies and to obtain such fictitious or assumed name registrations as may be required under Applicable Laws.
Source: Item 23 — RECEIPTS (FDD pages 79–265)
What This Means (2025 FDD)
According to Bft's 2025 Franchise Disclosure Document, any unauthorized use of the Marks by a franchisee constitutes a breach of the franchise agreement and an infringement of Bft's rights. The Marks are the sole and exclusive property of Bft and its affiliates, and the franchisee's right to use them is derived solely from the franchise agreement, limited to the operation of the studio in compliance with the agreement. The franchisee acknowledges the validity of the Marks and agrees not to contest their ownership or registration.
Specifically, a franchisee cannot use any Mark as part of any corporate or business name with any prefix, suffix, or other modifying words, terms, designs, or symbols, or in any modified form. Additionally, the franchisee cannot use the Marks to advertise any prospective transfer that would require Bft's approval. The franchisee must display and use the Marks only in the manner and form prescribed or authorized by Bft and shall conduct no other business using the Marks other than that prescribed by Bft.
The franchisee is prohibited from using any other mark, name, commercial symbol, or logotype in connection with the operation of the studio and cannot market any product or service relating to the studio without Bft's written consent. If consent is granted, such product or service must be marketed in a manner acceptable to Bft. The franchisee's use of the Marks inures to the benefit of Bft, which owns all goodwill now and hereafter associated with the Marks.
If the franchisee intentionally or through gross negligence compromises the secure access to the Learning Management System, including allowing unauthorized users access to the system and its confidential contents or intentionally posting any of the Confidential Information on the Internet, the franchisee will be required to adequately compensate Bft for the breach and related damage to the Marks and System. Any limitations of remedies provided in other sections of the agreement do not limit Bft's remedy or relief in such instances.