cross_section

What are the Body20 franchisee's obligations in Item 9 regarding the use of trademarks, considering the trademark rights granted in Item 13?

Body20 Franchise · 2025 FDD

Answer from 2025 FDD Document

e the mystery shopper service on your behalf. If we engage the mystery shopper service on your behalf, you must pay us a fee that we will specify in the Manuals upon demand, which will not exceed 110% of our and our affiliates' actual costs and expenses. You must share the results of any mystery shopper program with us and must promptly address any deficiencies identified in any such report. You must follow any evaluation process, and use such evaluation forms, as we may from time to time require.

Section 9 Intellectual Property.

9.1 Marks and Trade Dress.

  • (a) Acknowledgements. You acknowledge that we or our Affiliates are the owner of the Marks and the Trade Dress, that you have no interest in the Marks and the Trade Dress beyond the nonexclusive License granted herein, and that, as between us and you, we have the exclusive right and interest in and to the Marks and the Trade Dress and the goodwill associated with and symbolized by them. Upon the expiration or termination of this Agreement, no monetary amount will be attributable to goodwill associated with your activities as a franchisee under this Agreement.
  • (b) Rights. Your right to use the Marks and the Trade Dress applies only to the Studio operated at the Site as expressly provided in this Agreement, including advertising related to the Studio. You may only use in your Studio the Marks and the Trade Dress we designate, and only in compliance with written rules that we prescribe from time to time. You may not use any Mark (i) as part of any corporate or legal business name, (ii) with any prefix, suffix or other modifying words, terms, designs or symbols (other than logos we have licensed to you), (iii) in selling any unauthorized services or products, (iv) as part of any domain name,

electronic address, metatag, social media account, or otherwise in connection with any website or other electronic medium without our consent, or (v) in any other manner we have not expressly authorized in writing. No materials on which any of the Marks or the Trade Dress appears will be used by you without our prior written approval, which may be revoked at any time upon reasonable notice to you. You must display the Marks in a manner that we specify on signage at the Studio and on all written materials, forms, advertising, promotional materials, supplies, employee uniforms, business cards, receipts, letterhead, contracts, stationary, and other materials we designate.

  • 9.2 Copyrights. You acknowledge that as between you and us, any and all present or future copyrights relating to the System or the Brand and related concept, including, but not limited to, the Manuals and marketing materials, (collectively, the "Copyrights") belong solely and exclusively to us. You have no interest in the Copyrights beyond the non-exclusive License granted in this Agreement.
  • 9.3 No Contesting Our Rights. During the Term of this Agreement and after its expiration or termination, you agree not to directly or indirectly contest our ownership, title, right or interest in or to, or our license to use, or the validity of, (i) the Marks, (ii) the Trade Dress, (iii) the Copyrights, or (iv) any trade secrets, methods, or procedures that are part of the System (collectively, the "Intellectual Property"), or contest our sole right to register, use, or license others to use the Intellectual Property.
  • 9.4 Changes to the Intellectual Property. We have the right, upon reasonable notice, to change, discontinue, or substitute for any of the Intellectual Property and to adopt entirely different or new Intellectual Property for use with the System without any liability to you, in our sole discretion. You agree to implement any such change at your own expense within the time we reasonably specify.
  • 9.5 Third-Party Challenges. You agree to notify us promptly of any unauthorized use of the Intellectual Property of which you have knowledge. You also agree to inform us promptly of any challenge by any person or Entity to the validity of, our ownership of, or our right to license others to use any of the Intellectual Property. We have the right, but no obligation, to initiate, direct, and control any litigation or administrative proceeding relating to the Intellectual Property, including any settlement. We will be entitled to retain any and all proceeds, damages, and other sums, including attorneys' fees, recovered or owed to us or our Affiliates in connection with any such action.

What This Means (2025 FDD)

According to Body20's 2025 Franchise Disclosure Document, Item 13 and Section 9.1 of Item 23 outline the franchisee's obligations regarding trademark use. While Body20 grants franchisees the right to use its trademarks, this right is not absolute and comes with several conditions. Franchisees must use the marks strictly according to the Franchise Agreement and the Manuals. This includes using the trademarks only for the Studio operated at the specified location and for related advertising. Franchisees must also display the marks as specified by Body20 on signage and various materials like forms, advertising, uniforms, and stationery. They must also include a notice stating that the Studio is independently owned and operated under license from Body20.

Specifically, franchisees cannot use the Body20 trademarks as part of any corporate or legal business name, or with any unauthorized modifications, or in connection with unauthorized services or products. They are also prohibited from using the trademarks as part of any domain name, electronic address, metatag, or social media account without Body20's explicit consent. Franchisees must obtain prior written approval from Body20 for any materials displaying the trademarks, and Body20 reserves the right to revoke this approval at any time.

Furthermore, franchisees must promptly notify Body20 of any potential infringement or challenges to the use of the trademarks. Body20 has the right to take any action it deems appropriate to protect the trademarks, and it retains control over any related legal proceedings. Franchisees are obligated to assist Body20 in these efforts by executing necessary documents and providing other assistance. If Body20 decides that a franchisee should modify or discontinue using any of the trademarks, the franchisee must comply with these directions without any obligation on Body20's part to reimburse the franchisee for associated costs. These stipulations ensure that Body20 maintains control over its brand and protects its intellectual property, while also setting clear boundaries for how franchisees can represent the brand.

Disclaimer: This information is extracted from the 2025 Franchise Disclosure Document and is provided for research purposes only. It does not constitute legal or financial advice. Consult with a franchise attorney before making any investment decisions.