Does the definition of 'Marks' in the license agreement for Boulder Designs include slogans?
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 slogans. Specifically, the license agreement between Mogavero Investments and Boulder Designs defines "Marks" to include not only trade names, service marks, trademarks, designs, and logos, but also any slogans and commercial symbols currently in use or adopted in the future by Mogavero Investments that are associated with the Boulder Designs system. This comprehensive definition ensures that Boulder Designs has the right to use and sublicense all these elements to its franchisees.
This inclusion of slogans within the definition of "Marks" has significant implications for a prospective Boulder Designs franchisee. It means that the franchisee's right to use any slogans associated with the brand is protected under the franchise agreement, but it also means that the franchisee must adhere to Boulder Designs's standards and specifications when using these slogans. Unauthorized use of the slogans, or any other "Marks," constitutes a breach of the Franchise Agreement and an infringement of Boulder Designs's rights.
Furthermore, the franchisee cannot contest the validity or ownership of any of the "Marks," including slogans, and must assist Boulder Designs in protecting these "Marks." This obligation extends to any new "Marks" that Boulder Designs licenses after the franchisee signs the Franchise Agreement. Therefore, a franchisee must be aware that their use of Boulder Designs's intellectual property, including slogans, is strictly controlled and that they have a responsibility to protect these assets.