If the intellectual property assignment clause in the Brightstar Care franchise agreement is deemed unenforceable, what type of license does the franchisee grant to Brightstar Care?
Brightstar_Care Franchise · 2025 FDDAnswer from 2025 FDD Document
modify such concept, process or improvement, and otherwise waive and/or release all related rights of restraint and moral rights. You and your owners agree to assist us in obtaining and enforcing the intellectual property rights to any such concept, process or improvement in any and all countries and to execute and give us all necessary documentation for obtaining and enforcing such rights. You and your owners hereby irrevocably designate and appoint us as your agent and attorney-in-fact to execute and file any such documentation and to do all other lawful acts to further the prosecution and issuance of patents or other intellectual property rights related to any such concept, process or improvement. If the preceding portions of this Section 6.17 are determined to be invalid or otherwise unenforceable, you and your owners hereby grant us a worldwide, perpetual, non-exclusive, fully-paid license to use and sublicense the use of the concept, process or improvement to the extent such use or sublicense would, absent this Agreement, directly or indirectly infringe your rights.
Source: Item 22 — CONTRACTS (FDD pages 117–118)
What This Means (2025 FDD)
According to Brightstar Care's 2025 Franchise Disclosure Document, if the intellectual property assignment clause is deemed unenforceable, the franchisee grants Brightstar Care a specific type of license. This license is worldwide, meaning it applies globally, and perpetual, indicating it lasts indefinitely. It is also non-exclusive, which means the franchisee can still use the concept, process, or improvement themselves and allow others to use it as well.
Furthermore, the license is fully-paid, implying that Brightstar Care does not have to pay any additional fees or royalties to the franchisee for using the concept, process, or improvement. The license allows Brightstar Care to use and sublicense the use of the concept, process, or improvement. This right to sublicense means Brightstar Care can allow other parties, such as other franchisees or third-party vendors, to also use the intellectual property.
This license applies to the extent that the use or sublicense would, absent the agreement, directly or indirectly infringe upon the franchisee's rights. In simpler terms, the license only comes into effect if Brightstar Care's use of the concept, process, or improvement would otherwise violate the franchisee's intellectual property rights. This ensures that Brightstar Care can continue to operate and allow others to operate without legal challenges related to intellectual property developed or improved by the franchisee.