What is the scope of the Bigfoot Forestry franchisee's right to use the Intellectual Property?
Bigfoot_Forestry Franchise · 2025 FDDAnswer from 2025 FDD Document
us and our trainers, field support personnel, auditors or other representatives to visit your Business; or (b) by you and your personnel to attend training or conferences.
2. GRANT OF FRANCHISE. We hereby grant you the right, license and obligation to own and operate one (1) Bigfoot Forestry Business using our Intellectual Property. As a franchisee, you will establish and operate a business that provides Bigfoot Forestry Services to residential and commercial property owners using the operating equipment and tools we designate or otherwise approve. We reserve all rights not expressly granted to you.
3. TERRITORY.
- 3.1. Designation of Territory. We hereby grant you a territory (your "Territory") that consists of, and is limited to, the geographic area described in Part E of ATTACHMENT "A". Your Territory will not change during the Term based on changes to population, the number of owner-occupied households or other demographic criteria. You may not alter or relocate your Territory. Except as otherwise provided in §3.2, you may only provide Bigfoot Forestry Services at job sites located in your Territory. Upon renewal, we reserve the right to modify your Territory in accordance with our thencurrent territory guidelines and criteria.
- 3.2. Extraterritorial Operations. You may not operate your Business or provide Bigfoot Forestry Services outside of your Territory except as otherwise permitted by this Section. With our prior approval, which we may withhold in our sole discretion, you may provide Bigfoot Forestry Services at job sites located outside your Territory but within a geographic area we approve (an "Approved Open Territory"). Under no circumstances will we approve an area that: (a) is assigned to another Bigfoot Forestry Business; or (b) is not adjacent to, and contiguous with, your Territory. If we grant our approval, you may provide Bigfoot Forestry Services at job sites located in the Approved Open Territory but only in compliance with: (a) our then-current extra-territorial operations policy, if any, described in the Manual; and (b) all other conditions and requirements that we specify. We may revoke our approval at any time, in which case you must immediately discontinue all operations within the Approved Open Territory and transfer to us or our designee any projects involving job sites located in the Approved Open Territory. Except in unusual circumstances, we do not anticipate revoking our approval unless: (a) we award the Approved Open Territory (or a portion thereof) to another Bigfoot Forestry Business; or (b) we determine, in our sole discretion, that you are not operating the Approved Open Territory in accordance with our standards and specifications.
- 3.3. Territorial Rights and Limitations. During the Term we will not develop or operate, or license a third party to develop or operate, a Bigfoot Forestry Business that provides Bigfoot Forestry Services at job sites located in your Territory except as otherwise provided in this Section with respect to
Acquisitions and National Accounts. At any time during the Term we reserve the right to engage in Acquisitions, even if as a result of an Acquisition one or more competitive businesses of the acquired or acquiring company begin using our Intellectual Property (including our Marks) and providing Bigfoot Forestry Services at job sites located in your Territory. As further discussed in §11.5, we have the exclusive right to enter into contracts with National Account customers, including contracts pertaining to Bigfoot Forestry Services involving job sites located in your Territory. Your territorial rights do not prevent us from providing, or authorizing other franchisees to provide, Bigfoot Forestry Services at job sites located in your Territory for National Account customers. We also reserve the right to sell, and license third parties to sell, competitive or identical goods and services (including under the Marks) within the Territory through Alternative Channels of Distribution.
4. TERM AND RENEWAL.
- 4.1. Generally. This Agreement grants you the right to operate your Business during the Term. You may renew your franchise rights by signing a Successor Agreement for a five (5) year renewal term. You may enter into a maximum of two (2) Successor Agreements. The parties may agree to further renewals after expiration of the second (2nd) renewal term, but neither party is obligated to do so (unless required by applicable Law, in which case the same renewal terms and conditions set forth in this Agreement shall apply to subsequent renewals). In order to sign a Successor Agreement you must satisfy all renewal conditions specified in this Agreement or the Successor Agreement you wish to renew, as applicable. The Successor Agreement shall be the current form of franchise agreement we use to grant franchises as of the expiration of the Term or renewal term, as applicable, the terms of which may vary materially and substantially from the terms of this Agreement. If this Agreement is a Successor Agreement, the Term of this Agreement and your remaining renewal rights, if any, shall be governed by your original franchise agreement.
- **4.2.
Source: Item 23 — RECEIPT (FDD pages 42–162)
What This Means (2025 FDD)
According to the 2025 Bigfoot Forestry FDD, a franchisee is granted the right, license, and obligation to operate one Bigfoot Forestry Business using the franchisor's Intellectual Property. This allows the franchisee to offer Bigfoot Forestry Services to residential and commercial property owners, utilizing operating equipment and tools designated or approved by Bigfoot Forestry. However, Bigfoot Forestry retains all rights not expressly granted to the franchisee.
The franchisee's use of Intellectual Property is restricted to the operation of their Bigfoot Forestry Business and must comply with the Franchise Agreement and the brand standards manual. The franchisee must maintain the confidentiality of confidential information, avoid unauthorized copies of documents containing such information, and take steps to prevent unauthorized use or disclosure. The right to use the Intellectual Property ceases immediately if the franchisee is no longer an owner.
Notably, the FDD excerpts indicate that while a franchisee is granted a territory, this agreement does not grant any right or license to use Bigfoot Forestry's Intellectual Property in relation to development rights. Furthermore, Bigfoot Forestry retains the right to engage in acquisitions, even if it results in competitive businesses using their Intellectual Property within the franchisee's territory. They also have the exclusive right to contracts with National Account customers, even for job sites within the franchisee's territory. Bigfoot Forestry also reserves the right to sell and license third parties to sell competitive or identical goods and services within the territory through alternative channels of distribution.
Any improvements to the Intellectual Property developed by the franchisee must be assigned to Bigfoot Forestry, including the right to grant sublicenses. If applicable law prevents the assignment of ownership, the franchisee must perpetually license the improvement to Bigfoot Forestry, granting full rights to use, commercialize, and sublicense it. This underscores the franchisor's control over its Intellectual Property and any enhancements made to it, ensuring consistency and brand protection across the franchise system.