What are the Body20 franchisee's obligations in Item 9 regarding the use of trademarks, considering the trademark rights granted in Item 13, and how does this relate to the restrictions on suppliers in Item 8 and the pre-opening obligations in Item 11?
Body20 Franchise · 2025 FDDAnswer 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.
What This Means (2025 FDD)
According to Body20's 2025 Franchise Disclosure Document, franchisees have specific obligations regarding the use of Body20's trademarks and trade dress. Item 9 details these obligations, stating that the franchisee's right to use the marks and trade dress applies only to the studio operated at the designated site and in compliance with Body20's written rules. Franchisees can only use the marks and trade dress that Body20 designates. They are prohibited from using any mark as part of a corporate or legal business name, with unauthorized prefixes or suffixes, in selling unauthorized services or products, as part of a domain name without consent, or in any other manner not expressly authorized in writing. All materials displaying the marks or trade dress require Body20's prior written approval, which can be revoked with reasonable notice. Franchisees must display the marks as specified by Body20 on signage, written materials, forms, advertising, promotional materials, supplies, employee uniforms, business cards, receipts, letterhead, contracts, stationary, and other designated materials. Franchisees acknowledge that Body20 or its affiliates own the marks and trade dress, and the franchisee has no interest in them beyond the nonexclusive license granted.
Item 13 further clarifies the franchisee's responsibilities regarding trademarks. Franchisees must include a specified notice on all forms, advertising, promotional materials, business cards, receipts, letterhead, contracts, stationary, and other written materials. They must promptly notify Body20 if anyone attempts to use the marks or any imitation thereof and must immediately report any infringement or challenge to their use of the marks. Body20 has the right to take any action it deems appropriate to protect the marks, and the franchisee must assist in these efforts by executing documents and providing necessary assistance. If Body20 decides that a franchisee should modify or discontinue using any of the marks, the franchisee must comply with these directions without any obligation for reimbursement from Body20.
While the provided excerpts do not explicitly detail the relationship between trademark usage and supplier restrictions (Item 8) or pre-opening obligations (Item 11), the FDD emphasizes Body20's control over its trademarks and the franchisee's adherence to its guidelines. A prospective franchisee should seek clarification from Body20 regarding how these items intersect. Specifically, they should inquire about whether approved suppliers are mandated to ensure brand consistency and trademark compliance in their products, and how pre-opening procedures ensure that all marketing and branding materials align with Body20's trademark usage guidelines. Understanding these connections is crucial for maintaining brand integrity and avoiding potential breaches of the franchise agreement.