What obligations does a Body Brain Center franchisee have regarding the use of Intellectual Property?
Body_Brain_Center Franchise · 2025 FDDAnswer from 2025 FDD Document
[Item 23: RECEIPT]
17. INTELLECTUAL PROPERTY
- 17.1 Ownership and Use of Intellectual Property.
You acknowledge that: (i) we are the sole and exclusive owner of the Intellectual Property and the goodwill associated with the Marks; (ii) your right to use the Intellectual Property is derived solely from this Agreement; and (iii) your right to use the Intellectual Property is limited to a license granted by us to operate your Center during the Term pursuant to, and only in compliance with, this Agreement, the Manual, and all applicable standards, specifications and operating procedures that we prescribe from time to time.
You may not use any of the Intellectual Property in connection with the sale of any unauthorized product or service or in any other manner not expressly authorized by us.
Any unauthorized use of the Intellectual Property constitutes an infringement of our rights.
You agree to comply with all provisions of the Manual governing your use of the Intellectual Property.
This Agreement does not confer to you any goodwill, title or interest in any of the Intellectual Property.
- 17.6 Improvements.
If you conceive of or develop any improvements or additions to the services or products offered by, or the method of operation of, a Body & Brain Center or Body & Brain home-based franchise, or any advertising or promotional ideas related to such business (collectively, "Improvements"), you agree to promptly and fully disclose the Improvements to us without disclosing the Improvements to others.
You must obtain our approval prior to using any such Improvements.
Any such Improvement approved by us may be used by us and any third parties that we authorize to operate a Body & Brain franchise, without any obligation to you royalties or other fees.
You must assign to us or our designees, without charge, all rights to any such Improvement, including the right to grant sublicenses.
In return, we will authorize you to use any Improvements that we or other franchisees develop that we authorize for general use in connection with the operation of a Body & Brain business.
- 17.7 Notification of Infringements and Claims.
You must immediately notify us of any: (i) apparent infringement of any of our Intellectual Property; (ii) challenge to your use of any of our Intellectual Property; or (iii) claim by any person of any rights in any of our Intellectual Property.
You may not communicate with any person other than us and our counsel in connection with any such infringement, challenge or claim.
We will have sole discretion to take such action as we deem appropriate.
We have the right to exclusively control any litigation, Patent and Trademark Office proceeding, or other proceeding arising out of any such infringement, challenge or claim.
You agree to execute any and all instruments and documents, render such assistance, and do such acts and things as may, in the opinion of our counsel, be necessary or advisable to protect and maintain our interest in any such litigation, Patent and Trademark Office proceeding or other proceeding, or to otherwise protect and maintain our interest in the Intellectual Property.
Source: Item 23 — RECEIPT (FDD pages 43–178)
What This Means (2025 FDD)
According to Body Brain Center's 2025 Franchise Disclosure Document, franchisees have several obligations regarding the use of the company's intellectual property. Body Brain Center retains sole ownership of all Intellectual Property, including trademarks, copyrights, know-how, improvements, and systems. The franchisee's right to use this Intellectual Property is derived solely from the Franchise Agreement and is limited to operating their Body & Brain Center during the term of the agreement, in compliance with the manual and prescribed standards. Unauthorized use of the Intellectual Property constitutes an infringement of Body Brain Center's rights. Franchisees must comply with all manual provisions governing the use of Intellectual Property and cannot use it to sell unauthorized products or services. The agreement does not grant the franchisee any goodwill, title, or interest in the Intellectual Property.
Franchisees must promptly notify Body Brain Center of any apparent infringement of their Intellectual Property, challenges to the franchisee's use of it, or claims by others regarding rights to the Intellectual Property. The franchisee is not allowed to communicate with anyone other than Body Brain Center and its counsel regarding such matters. Body Brain Center has the sole discretion to take action and control any related litigation or proceedings. Franchisees must assist in protecting Body Brain Center's interest in such legal matters by executing necessary documents and providing assistance as required.
Any improvements or additions to the services, products, or operational methods of a Body Brain Center, as well as any advertising or promotional ideas, must be promptly disclosed to Body Brain Center. Franchisees must obtain approval before using any such improvements. If Body Brain Center approves an improvement, it may be used by Body Brain Center and its franchisees without any obligation to pay royalties or fees to the originating franchisee. The franchisee must assign all rights to any approved improvement to Body Brain Center, who can then grant sublicenses. In return, the franchisee can use any improvements developed by Body Brain Center or other franchisees that are authorized for general use.