Does the definition of 'Marks' in the license agreement for Boulder Designs include service marks?
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 service marks. Specifically, the license agreement between Mogavero Investments and Boulder Designs includes any trade names, service marks, trademarks, designs, logos, slogans, and commercial symbols that are currently in use or may be adopted in the future by Mogavero Investments in connection with the Boulder Designs system. This broad definition ensures that Boulder Designs has the right to use and sublicense all relevant identifiers associated with the brand.
This inclusion of service marks in the definition of "Marks" is significant for prospective Boulder Designs franchisees. It means that the franchisee is licensed to use all forms of brand identifiers, not just trademarks related to the products, but also service marks related to the services offered. This is important for marketing and branding efforts, as it allows franchisees to present a consistent and recognizable brand image to customers.
The license agreement, which extends for 99 years from December 1, 2017, grants Boulder Designs the right to use these marks. However, the agreement can be terminated under specific conditions, such as insolvency, appointment of a receiver, winding up the business, or breaching duties without cure. If Mogavero Investments terminates the license agreement, they are obligated to honor all existing franchise agreements, including renewal rights. This provides some assurance to franchisees that their right to use the brand's marks will continue even if the licensing agreement between Boulder Designs and Mogavero Investments is terminated.
It is also important to note that Boulder Designs retains control over the use of these marks. Franchisees are required to use the marks as the sole trade identification of their franchised business and must adhere to Boulder Designs's standards and operating procedures. Any unauthorized use of the marks constitutes a breach of the Franchise Agreement and an infringement of Boulder Designs's rights. Franchisees cannot contest the validity or ownership of the marks, ensuring the brand's integrity and consistency across all franchise locations.