Does the definition of 'Marks' in the license agreement for Boulder Designs include commercial symbols?
Boulder_Designs Franchise · 2025 FDDAnswer from 2025 FDD Document
Mogavero Investments has granted us a license to use and sublicense to use the above-mentioned Marks, dated December 1, 2017. The term of the license is for 99 years. The license agreement may be terminated if we take any affirmative act of insolvency, if a receiver or trustee is appointed to take possession of our properties and is not discharged within 90 days, if we wind up, sell, consolidate or merge our business, or if we breach any of our duties and obligations under the license and do not cure the breach within 60 days following written notice of the breach. Within the license agreement, the term "Marks" includes any other trade names, service marks, trademarks, designs, logos, slogans and commercial symbols now in existence or later adopted by Mogavero Investments that are used in connection with the System. This license agreement licensed to us any future trademarks acquired by Mogavero Investments as well. If Mogavero Investments terminates the license agreement, they must honor all franchise agreements, including the right to renew.
Source: Item 13 — TRADEMARKS (FDD pages 34–36)
What This Means (2025 FDD)
According to Boulder Designs' 2025 Franchise Disclosure Document, the term "Marks" within the license agreement encompasses a broad range of identifiers used in connection with the Boulder Designs system. Specifically, the definition extends beyond just trade names, service marks, and trademarks. It also includes designs, logos, slogans, and commercial symbols. This definition applies to identifiers that are currently in use or may be adopted by Mogavero Investments in the future. Mogavero Investments has granted Boulder Designs a license to use and sublicense these marks, effective December 1, 2017, for a term of 99 years.
This comprehensive definition of "Marks" is significant for a prospective Boulder Designs franchisee because it clarifies the scope of intellectual property they are licensed to use. It ensures that the franchisee has the right to utilize not only the core trademarks but also other associated branding elements like logos and slogans. The license agreement remains in effect unless Boulder Designs takes an affirmative act of insolvency, has a receiver or trustee appointed that isn't discharged within 90 days, winds up, sells, consolidates, or merges their business, or breaches their duties and obligations under the license without curing the breach within 60 days of written notice.
The inclusion of future trademarks acquired by Mogavero Investments in the license agreement provides an added layer of security for the franchisee. It means that as the Boulder Designs brand evolves and new trademarks are developed, the franchisee's rights extend to those new marks as well. However, franchisees must adhere to Boulder Designs' standards, operating procedures, and specifications when using the Marks. Unauthorized use constitutes a breach of the Franchise Agreement and an infringement of Boulder Designs' rights.
Overall, this detailed definition of "Marks" in the license agreement offers clarity and protection for both Boulder Designs and its franchisees, ensuring a consistent and legally sound brand identity across all franchised locations. The franchisee benefits from a broad license to use all aspects of the Boulder Designs brand, while Boulder Designs maintains control over its intellectual property and brand standards.