What does the 'System' encompass in the Buildingstars franchise agreement?
Buildingstars Franchise · 2025 FDDAnswer from 2025 FDD Document
WHEREAS, BUILDINGSTARS licenses others the right to operate a cleaning service business in accordance with the Marks and the System described below; and
WHEREAS, FRANCHISEE desires to participate in the use of the System in connection with the operation of a cleaning service business under the Marks; and
WHEREAS, FRANCHISEE understands that BUILDINGSTARS offers different levels of franchise programs, and that this franchise is under the "Technician Program";
NOW, THEREFORE, in consideration of the mutual promises and conditions contained herein, the parties agree as follows:
II. GRANT
- A. Area. Subject to the terms and conditions of this Agreement, BUILDINGSTARS hereby grants to FRANCHISEE the nonexclusive right and license to use the System and Marks in connection with the operation of the Business under BUILDINGSTARS' "Technician Program". FRANCHISEE will operate the Business only within the metropolitan area listed in Exhibit III attached hereto ("Area"). FRANCHISEE shall not interfere with, service, or solicit Customers of BUILDINGSTARS, any of BUILDINGSTARS' Affiliates, or their franchisees, independent contractors or licensees. FRANCHISEE is not permitted to offer or perform any Specialty Work under this Technician Franchise Agreement.
- B. Rights Reserved by BUILDINGSTARS and Affiliates. BUILDINGSTARS and its Affiliates retain the right to operate and to franchise or license to third parties the right to operate businesses using the System and/or Marks anywhere. BUILDINGSTARS, its Affiliates and other franchisees and licensees are also permitted to operate or license others to operate businesses similar to or the same as the Business under different Marks or the System or different systems anywhere, including within and outside of the Area. BUILDINGSTARS and its Affiliates are also authorized to sell some or all of the products and services authorized for sale by the Business in any channel of distribution, including but not limited to the wholesale sales of products and/or to provide management and/or consulting services using the System and/or the Marks.
BUILDINGSTARS will provide an initial training program for the operation of the Business using the System and Marks for the FRANCHISEE.
The initial training program is furnished after this Agreement is executed and prior to the opening of the Business and will be furnished at such time and place as BUILDINGSTARS may designate.
If a Customer requests that FRANCHISEE render any services or sell any products that are not of the type that is normally rendered in connection with the System, FRANCHISEE must first notify BUILDINGSTARS and obtain approval from BUILDINGSTARS.
BUILDINGSTARS will not unreasonably object to FRANCHISEE'S request provided that the services do not interfere with the services that FRANCHISEE renders in connection with the franchise, the services and products are in no way associated with the Marks and System, FRANCHISEE is capable of providing the products and services in a good and workmanlike manner, and the Customer is fully apprised that the services or products are not being rendered in connection with the franchise.
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 23 — RECEIPT (FDD pages 43–217)
What This Means (2025 FDD)
According to Buildingstars's 2025 Franchise Disclosure Document, the 'System' is central to the franchise operation. Buildingstars grants franchisees the right to use the System and Marks (trademarks/service marks) in connection with operating their cleaning service business under the "Technician Program." This license is nonexclusive and limited to a specific metropolitan area. Buildingstars retains the right to use the System and Marks themselves or license them to others, even for businesses similar to the franchisee's, under different marks or systems. They can also sell related products/services through any distribution channel.
The initial training program provided by Buildingstars covers the operation of the Business using the System and Marks. Franchisees are responsible for their own expenses (transportation, lodging, meals, etc.) while attending this training. Failure to satisfactorily complete the training program can result in termination of the franchise agreement. Buildingstars may also offer refresher training programs with associated costs for the franchisee.
Franchisees must notify and obtain approval from Buildingstars before offering services or products outside the normal scope of the System. Buildingstars will generally approve such requests if they don't interfere with the core franchise services, aren't associated with the Marks and System, are provided competently, and are clearly distinguished from the franchised business. All ideas, concepts, techniques, or materials related to the Business, whether created by the franchisee or not, are considered Buildingstars' property and part of the System. Franchisees must disclose these to Buildingstars and assign ownership to them.