What is the Body Brain Center's policy on franchisees infringing on intellectual property rights in their advertising?
Body_Brain_Center Franchise · 2025 FDDAnswer from 2025 FDD Document
to pay us $2,500 plus our actual cost of the audit or inspection, including without limitation, reasonable accounting and attorneys' fees and travel and lodging expenses that we or our representatives incur. The $2,500 fee and audit cost reimbursements will be due ten (10) days after invoicing.
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.
- 17.2 Data and Customer Accounts. We will own all data pertaining to the services offered by you under your Business. We may utilize such data to evaluate and improve our services, protocols and processes or for any other purpose. We may provide or sell non-personally identifiable data to third parties in our discretion. We will also own all customer files, accounts and contracts, all of which shall be assigned to us (upon our request) following the expiration, termination or Transfer of this Agreement. In addition, you agree that if one of your members switches their membership or customer agreement to another Body & Brain franchisee or company-owned business, we may transfer the account and all data pertaining to that member to the Body & Brain franchisee or company-owned business to which the membership or customer agreement was transferred.
- 17.3 Changes to Intellectual Property. We have the right to modify the Intellectual Property at any time in our sole and absolute discretion, including by changing the Marks, the System, the Copyrights or the Know-how. If we modify or discontinue use of any of the Intellectual Property, then you must comply with any such instructions by us within 30 days at your cost. You waive all claims arising from or relating to any change, modification, substitution or discontinuation of the Intellectual Property. We will not be liable to you for any expenses, losses or damages that you incur (including the loss of any goodwill associated with a Mark) because of any addition, modification, substitution or discontinuation of the Intellectual Property.
- 17.4 Use of Marks. You agree to use the Marks as the sole identification of your Center; provided, however that you must identify yourself as the independent owner of your Center in the manner that we prescribe.
Source: Item 23 — RECEIPT (FDD pages 43–178)
What This Means (2025 FDD)
According to the 2025 Body Brain Center Franchise Disclosure Document, franchisees must adhere to strict guidelines regarding the use of Body Brain Center's intellectual property, especially in advertising and promotional materials. The franchisee acknowledges that all intellectual property belongs exclusively to Body Brain Center, and the franchisee's right to use it stems solely from the franchise agreement. Any unauthorized use of the intellectual property is considered an infringement of Body Brain Center's rights. This includes using the intellectual property in ways not expressly authorized by Body Brain Center, such as in connection with unauthorized products or services. Franchisees must comply with all guidelines in the Manual governing the use of intellectual property.
If a franchisee develops any improvements or additions to the services, products, methods of operation, or any advertising or promotional ideas related to the Body Brain Center, they must promptly disclose these improvements to Body Brain Center. However, the franchisee cannot disclose these improvements to others without prior approval from Body Brain Center. If Body Brain Center approves the use of any such improvement, Body Brain Center and any third parties they authorize can use the improvement without owing the franchisee any royalties or fees. The franchisee must assign all rights to any such improvement to Body Brain Center or its designees without charge, including the right to grant sublicenses. In return, Body Brain Center will authorize the franchisee to use any improvements that Body Brain Center or other franchisees develop that Body Brain Center authorizes for general use.
Furthermore, the franchisee is obligated to immediately notify Body Brain Center of any apparent infringement of Body Brain Center's intellectual property, any challenge to the franchisee's use of the intellectual property, or any claim by any person of any rights in Body Brain Center's intellectual property. The franchisee is prohibited from communicating with anyone other than Body Brain Center and its counsel regarding any such infringement, challenge, or claim. Body Brain Center has the sole discretion to take any action it deems appropriate and has the right to exclusively control any litigation, Patent and Trademark Office proceeding, or other proceeding arising out of any such infringement, challenge, or claim. The franchisee must execute any documents and provide any assistance necessary to protect Body Brain Center's interest in such proceedings or to otherwise protect and maintain Body Brain Center's interest in the intellectual property.