Who owns the Marks licensed under the Brain Balance Franchise Agreement?
Brain_Balance Franchise · 2025 FDDAnswer from 2025 FDD Document
12. THE MARKS
- 12.01. FRANCHISEE agrees that the Marks licensed under this Agreement are owned by COMPANY, that the Marks licensed under this Agreement are valid service and/or trademarks, and that only COMPANY, its affiliates, and/or its designated franchisees shall have the right to use the Marks or any other trademarks, service marks, trade names, service names, logos, copyrights, and other marks presently existing or hereafter acquired by COMPANY for use by its franchisees or affiliates.
- 12.02. FRANCHISEE agrees that valuable good will is attached to the Marks, and any copyrights owned by COMPANY which FRANCHISEE is authorized to utilize in connection with the Franchised Business ("Copyrights") and that FRANCHISEE will use the Marks and Copyrights in all forms, whether print, electronic media or otherwise, only in the manner and to the extent specifically permitted by this Agreement or specified by COMPANY.
- 12.03. FRANCHISEE agrees that its use under this Agreement and the license granted by this Agreement for use of the Marks is non-exclusive and that COMPANY, in its sole discretion, has the right to operate or authorize others to operate businesses under the Marks on any terms and conditions COMPANY deems appropriate, subject only to the provisions of this Agreement.
- 12.04. Upon the expiration or termination of this Agreement, FRANCHISEE agrees that it shall not directly or indirectly contest the right, title, interest, validity, or ownership of COMPANY in the Marks and Copyrights.
- 12.05. FRANCHISEE shall promptly notify COMPANY of any claim, demand, or suit based upon or arising from, or any attempt by any other person or entity to use the Marks or Copyrights.
- 12.06. If COMPANY shall be a party to any litigation with respect to the Marks or Copyrights, FRANCHISEE shall execute any and all documents that are reasonable and necessary and do such things as may be reasonable and necessary for COMPANY to defend or prosecute such litigation in its sole discretion.
- 12.07. FRANCHISEE agrees that any good will associated with the Marks and Copyrights, including any good will that might be deemed to have accrued from FRANCHISEE's activities, inures directly and exclusively to the benefit of COMPANY, except as may be specifically provided to the contrary herein or by applicable law.
- 12.08. FRANCHISEE agrees that each and every detail of the System is valuable to COMPANY and to other franchisees of COMPANY in developing and maintaining uniformity
Source: Item 22 — CONTRACTS (FDD pages 70–72)
What This Means (2025 FDD)
According to Brain Balance's 2025 Franchise Disclosure Document, the Marks licensed under the Franchise Agreement are owned by COMPANY, which refers to the franchisor. The Marks are valid service and/or trademarks, and only Brain Balance (referred to as COMPANY), its affiliates, and/or its designated franchisees have the right to use the Marks. These include trademarks, service marks, trade names, service names, logos, copyrights, and other marks that Brain Balance currently has or may acquire in the future for use by its franchisees or affiliates.
Brain Balance franchisees acknowledge that valuable goodwill is associated with the Marks and any copyrights owned by Brain Balance. Franchisees can only use the Marks and Copyrights in the manner and to the extent specifically permitted by the Franchise Agreement or specified by Brain Balance. The agreement specifies that the franchisee's use of the Marks is non-exclusive, and Brain Balance has the right to operate or authorize others to operate businesses under the Marks on any terms and conditions it deems appropriate, subject to the provisions of the Franchise Agreement.
Upon termination or expiration of the Franchise Agreement, franchisees cannot contest Brain Balance's right, title, interest, validity, or ownership of the Marks and Copyrights. Any goodwill associated with the Marks and Copyrights, including goodwill accrued from the franchisee's activities, benefits Brain Balance exclusively, unless otherwise specified in the agreement or by applicable law. Franchisees must also notify Brain Balance of any claims, demands, or suits related to the Marks or Copyrights and cooperate in any litigation concerning them.