To whom must a Buildingstars franchisee disclose ideas, concepts, or materials concerning their business?
Buildingstars Franchise · 2025 FDDAnswer from 2025 FDD Document
- G. Innovations. All ideas, concepts, techniques or materials concerning the Business, whether or not protectable intellectual property and whether created by FRANCHISEE or its owners or employees, must be promptly disclosed to BUILDINGSTARS and will be deemed to be BUILDNGSTARS' sole and exclusive property, part of the System, and works made-for-hire for BUILDINGSTARS. To the extent any item does not qualify as a "work made-for-hire" for BUILDINGSTARS, FRANCHISEE must assign ownership of that item and all related rights to that item, to BUILDINGSTARS and must take whatever action (including signing assignments or other documents) BUILDINGSTARS requests to show BUILDINGSTARS' ownership or help BUILDINGSTARS obtain intellectual property rights in the item. However, if this provision is found to be invalid or unenforceable, FRANCHISEE grants to BUILDINGSTARS a worldwide, perpetual, non-exclusive and fully paid license to use and sublicense the use of the ideas, concepts, techniques or materials.
Source: Item 14 — PATENTS, COPYRIGHTS AND PROPRIETARY INFORMATION (FDD page 28)
What This Means (2025 FDD)
According to Buildingstars's 2025 Franchise Disclosure Document, a franchisee must disclose all ideas, concepts, techniques, or materials concerning the business to Buildingstars. This includes anything related to the business, regardless of whether it is protectable intellectual property. This obligation extends to ideas created by the franchisee, their owners, or employees.
Buildingstars considers these disclosed innovations to be its sole and exclusive property, a part of the Buildingstars system, and works made-for-hire. This means Buildingstars owns the rights to these innovations. If any item does not legally qualify as a work made-for-hire, the franchisee must still assign ownership and all related rights to Buildingstars. The franchisee is obligated to take any action, such as signing documents, that Buildingstars deems necessary to demonstrate its ownership or to help Buildingstars secure intellectual property rights.
However, if the provision requiring assignment of ownership is deemed invalid or unenforceable, the franchisee grants Buildingstars a worldwide, perpetual, non-exclusive, and fully paid license to use and sublicense the use of these ideas, concepts, techniques, or materials. This ensures that even if Buildingstars cannot fully own the innovation, it retains the right to use it within its franchise system.