What are the specific obligations of a Bombs Away franchisee regarding the use of trademarks, considering the information in Item 13 and the general obligations in Item 9?
Bombs_Away Franchise · 2024 FDDAnswer from 2024 FDD Document
s order, Franchisee must temporarily cease operations of the Business and remedy the dangerous condition. Bombs Away Franchising shall have no liability to Franchisee or any other person for action or failure to act with respect to a dangerous condition.
ARTICLE 12. MARKS
12.1 Authorized Marks. Franchisee shall use no trademarks, service marks or logos in connection with the Business other than the Marks. Franchisee shall use all Marks specified by Bombs Away Franchising, and only in the manner as Bombs Away Franchising may require. Franchisee has no rights in the Marks other than the right to use them in the operation of the Business in compliance with this Agreement. All use of the Marks by Franchisee and any goodwill associated with the Marks, including any goodwill arising due to Franchisee's operation of the Business, will inure to the exclusive benefit of Bombs Away Franchising.
12.2 Change of Marks. Bombs Away Franchising may add, modify, or discontinue any Marks to be used under the System. Within a reasonable time after Bombs Away Franchising makes any such change, Franchisee must comply with the change, at Franchisee's expense.
12.3 Infringement.
- (a) Defense of Franchisee. If Franchisee has used the Marks in accordance with this Agreement, then (i) Bombs Away Franchising shall defend Franchisee (at Bombs Away Franchising's expense) against any Action by a third-party alleging infringement by Franchisee's use of a Mark, and (ii) Bombs Away Franchising will indemnify Franchisee for expenses and damages if the Action is resolved unfavorably to Franchisee.
- (b) Infringement by Third Party. Franchisee shall promptly notify Bombs Away Franchising if Franchisee becomes aware of any possible infringement of a Mark by a third party. Bombs Away Franchising may, in its sole discretion, commence or join any claim against the infringing party.
- (c) Control. Bombs Away Franchising shall have the exclusive right to control any prosecution or defense of any Action related to possible infringement of or by the Marks.
- 12.4 Name. If Franchisee is an entity, it shall not use the words "Bombs Away" or any confusingly similar words in its legal name.
ARTICLE 13. COVENANTS
13.1 Confidential Information. With respect to all Confidential Information, Franchisee shall (a) adhere to all procedures prescribed by Bombs Away Franchising for maintaining confidentiality, (b) disclose such information to its employees only to the extent necessary for the operation of the Business; (c) not use any such information in any other business or in any manner not specifically authorized in writing by Bombs Away Franchising, (d) exercise the highest degree of diligence and effort to maintain the confidentiality of all such information during and after the term of this Agreement, (e) not copy or otherwise reproduce any Confidential Information, and (f) promptly report any unauthorized disclosure or use of Confidential Information. Franchisee acknowledges that all Confidential Information is owned by Bombs Away Franchising (except for Confidential Information which Bombs Away Franchising licenses from another person or entity). This Section will survive the termination or expiration of this Agreement indefinitely.
What This Means (2024 FDD)
According to the 2024 Bombs Away Franchise Disclosure Document, franchisees have specific obligations regarding the use of trademarks. Bombs Away franchisees are only authorized to use trademarks and service marks approved by Bombs Away. Franchisees must use the marks as specified by Bombs Away and have no rights to the marks other than using them in compliance with the agreement. All goodwill associated with the marks, including any goodwill arising from the franchisee's operation, inures exclusively to Bombs Away.
Bombs Away retains the right to add, modify, or discontinue any marks used under the system, and franchisees must comply with these changes at their own expense within a reasonable time. If a franchisee uses the marks in accordance with the agreement, Bombs Away will defend and indemnify the franchisee against third-party claims of infringement. Franchisees must promptly notify Bombs Away of any potential infringement by a third party, and Bombs Away has the exclusive right to control any legal action related to infringement. Franchisees are prohibited from using "Bombs Away" or confusingly similar words in their legal name if they operate as an entity.
In terms of marketing, Bombs Away franchisees cannot conduct any marketing, advertising, or public relations activities without prior approval from Bombs Away. Bombs Away may operate all social media accounts for the system or permit franchisees to operate accounts, subject to compliance with system standards and social media policies. Franchisees must implement any marketing plans or campaigns determined by Bombs Away. Bombs Away also has the right to use any marketing materials developed by or on behalf of the franchisee, granting Bombs Away an unlimited, perpetual, royalty-free license for such use.