Does Bombs Away have an obligation to protect any of its copyrights?
Bombs_Away Franchise · 2024 FDDAnswer from 2024 FDD Document
ncluding arbitration) related to this Agreement or any guaranty, the non-prevailing party shall pay the prevailing party's attorney fees, costs and other expenses of the legal proceeding. "Prevailing party" means the party, if any, which prevailed upon the central litigated issues and obtained substantial relief.
ARTICLE 18. MISCELLANEOUS
- 18.1 Relationship of the Parties. The parties are independent contractors, and neither is the agent, partner, joint venturer, or employee of the other. Bombs Away Franchising is not a fiduciary of Franchisee. Bombs Away Franchising does not control or have the right to control Franchisee or its Business. Any required specifications and standards in this Agreement and in the System Standards exist to protect Bombs Away Franchising's interest in the System and the Marks, and the goodwill established in them, and not for the purpose of establishing any control, or duty to take control, over the Business. Bombs Away Franchising has no liability for Franchisee's obligations to any third party whatsoever.
- 18.2 No Third-Party Beneficiaries. This Agreement does not confer any rights or remedies upon any person or entity other than Franchisee, Bombs Away Franchising, and Bombs Away Franchising's affiliates.
- 18.3 Entire Agreement. This Agreement constitutes the entire agreement of the parties and supersedes all prior negotiations and representations. Nothing in this Agreement or in any related agreement is intended to disclaim the representations made by Bombs Away Franchising in its franchise disclosure document.
- 18.4 Modification. No modification or amendment of this Agreement will be effective unless it is in writing and signed by both parties. This provision does not limit Bombs Away Franchising's rights to modify the Manual or System Standards.
- **18.5 Consent;
Source: Item 14 — Patents, Copyrights, and Proprietary Information (FDD pages 25–26)
What This Means (2024 FDD)
According to the 2024 Bombs Away Franchise Disclosure Document, Bombs Away Franchising aims to protect its interests in the system and marks, including copyrights. While the agreement specifies that Bombs Away Franchising does not have a duty to control the franchisee's business operations, the required specifications and standards are in place to safeguard the goodwill established in the system and the marks. This indicates an intention to protect its intellectual property.
Upon termination or expiration of the franchise agreement, the franchisee is required to return all materials containing any Marks, copyrights, and other proprietary items to Bombs Away Franchising. The franchisee must also delete all confidential information and proprietary materials from electronic devices. This obligation highlights the importance Bombs Away places on maintaining control over its copyrighted materials and preventing unauthorized use after the franchise relationship ends.
Furthermore, the franchise agreement includes provisions related to Innovations, where any ideas, plans, improvements, concepts, methods, and techniques relating to the business conceived or developed by the franchisee automatically become the property of Bombs Away Franchising. Bombs Away has the right to use and incorporate any Innovations into the System, without any compensation to Franchisee. Franchisee shall execute any documents reasonably requested by Bombs Away Franchising to document Bombs Away Franchising's ownership of Innovations. This clause further demonstrates Bombs Away's proactive approach to securing and protecting intellectual property rights associated with its business operations.