Does the definition of 'Marks' in the license agreement for Boulder Designs include trade names?
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 trade names. Specifically, the license granted to Boulder Designs by Mogavero Investments, dated December 1, 2017, defines "Marks" broadly. This definition extends beyond just trademarks and service marks to include any other trade names, designs, logos, slogans, and commercial symbols that Mogavero Investments currently uses or may adopt in the future in connection with the Boulder Designs system. The license agreement lasts for 99 years, but can be terminated under specific conditions such as insolvency or breach of duties.
This comprehensive definition of "Marks" has significant implications for a prospective Boulder Designs franchisee. It means that the franchisee's rights and obligations regarding branding extend not only to registered trademarks but also to a wider range of identifiers associated with the Boulder Designs brand. This includes trade names, logos, and even slogans. The franchisee must adhere to Boulder Designs's standards and specifications when using any of these "Marks," and unauthorized use constitutes a breach of the Franchise Agreement.
Furthermore, the inclusion of future trademarks acquired by Mogavero Investments in the license agreement means that Boulder Designs franchisees are subject to any branding changes or additions made by the parent company during the term of their franchise agreement. While Boulder Designs may require franchisees to update signage and materials to conform to new standards, the FDD states that franchisees will not be required to spend more than their initial investment during the initial term of the Franchise Agreement. This provides some financial protection to the franchisee, but it's important to understand that the franchisee may be required to adapt to changes in the brand's identity over time.