Is the Brightstar Care Athena Business System (ABS) license exclusive or non-exclusive?
Brightstar_Care Franchise · 2025 FDDAnswer from 2025 FDD Document
Subject to your continued compliance with this Agreement, we grant, and you accept, a non-exclusive, non-transferable, limited license to use the Athena Business System ("ABS"), in binary or object code form only, during the Initial Term with the Third Party Materials (defined in Section 1.8.1) we designate and provided to you by us or our affiliate, BrightStar Technology Group, LLC ("BrightStar Technology"), or any other affiliate of ours. We and BrightStar Technology reserve the right to upgrade and change the ABS from time to time. Use of the ABS is for the limited purpose of operating the Agency within the Protected Territory as we prescribe in the Operations Manual or otherwise in writing. We or our licensors will retain all right, title, copyright, trade secrets, patents and other proprietary rights in and to the ABS, and all modifications, enhancements and any derivative works thereof regardless of origin (and accordingly have the right to license others to use ABS). You do not acquire any rights, express or implied, in the ABS or derivative works thereof, other than those specified in this Agreement, and all rights in and to the ABS that are not expressly granted herein are reserved to us. You may not, and will not permit others to, copy, modify, adapt, translate, reverse engineer, decompile, disassemble or otherwise attempt to create derivative works from the ABS, otherwise alter the ABS, or discover its source code. The ABS is licensed for use in the United States, and you may not export the ABS or make it available outside of the United States without our written permission. Neither we nor any of our affiliates, including BrightStar Technology, will have any duty or obligation to indemnify or defend you in connection with your use of ABS or any Third Party materials.
Source: Item 22 — CONTRACTS (FDD pages 117–118)
What This Means (2025 FDD)
According to Brightstar Care's 2025 Franchise Disclosure Document, the license to use the Athena Business System (ABS) is non-exclusive. Specifically, Brightstar Care grants franchisees a non-exclusive, non-transferable, limited license to use the ABS during the initial term of the agreement. This means that Brightstar Care retains the right to license the ABS to other franchisees or entities.
For a prospective Brightstar Care franchisee, this non-exclusive license means that while they are authorized to use the ABS to operate their agency within their protected territory, Brightstar Care can also allow others to use the same system. This is a fairly standard practice in franchising, as it allows the franchisor to maintain control over its intellectual property and business systems while expanding its brand.
Brightstar Care retains all rights, title, copyright, trade secrets, patents, and other proprietary rights to the ABS, including any modifications, enhancements, and derivative works. The franchisee's rights to the ABS are limited to those expressly stated in the franchise agreement, and all other rights are reserved by Brightstar Care. The franchisee is also restricted from copying, modifying, reverse engineering, or creating derivative works from the ABS. The ABS is licensed for use only in the United States, and franchisees need written permission to use it outside of the United States.