Does the definition of 'Marks' in the license agreement for Boulder Designs include designs?
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's 2025 Franchise Disclosure Document, the term "Marks" within the license agreement encompasses a broad range of identifiers, including designs. Specifically, the license granted to Boulder Designs by Mogavero Investments includes not only trade names, service marks, and trademarks but also designs, logos, slogans, and other commercial symbols. This definition extends to any such identifiers that are currently in use or may be adopted in the future by Mogavero Investments in connection with the Boulder Designs system.
This comprehensive definition of "Marks" is significant for a prospective Boulder Designs franchisee because it clarifies the scope of intellectual property rights they are licensed to use. It means that the franchisee's authorized use extends beyond just the brand name and includes the visual elements and marketing messages associated with the brand. This also implies that Boulder Designs has the right to enforce the use of these marks, including designs, by its franchisees, ensuring brand consistency and protecting the overall image of the franchise system.
Furthermore, the license agreement between Mogavero Investments and Boulder Designs extends for a term of 99 years, which provides a long-term assurance regarding the availability and use of these Marks. However, the license can be terminated under specific conditions, such as insolvency, appointment of a receiver, or breach of obligations. If Mogavero Investments terminates the license agreement, they are obligated to honor all existing franchise agreements, including renewal rights, which protects the franchisees' interests even in the event of a change in the licensing arrangement.