Does the Burros Fries franchise agreement consider software modifications a work for hire?
Burros_Fries Franchise · 2024 FDDAnswer from 2024 FDD Document
Franchisee will not modify the Software in any way without our prior written consent.
Franchisee will promptly disclose to us all ideas and suggestions for modifications or enhancements to the Software that Franchisee conceives or develops, and we will have the right to use such ideas and suggestions.
We shall own all copyrights and other intellectual property rights to all modifications and suggestions proposed by Franchisee.
The term "all copyrights and other intellectual property rights" shall mean all means, methods, and process, by all media whether now known or hereinafter invested, including complete and entire interactive rights and rights to derivative works.
This Agreement shall be a work for hire.
In the event that a court of competent jurisdiction holds that this Agreement is not a work for hire, then the Franchisee agrees to execute all documents that we deem is necessary to assign all copyright and other intellectual property rights to us.
All modifications or enhancements made to the Software will be our property and belong exclusively to us, without regard to the source or creator of the modification or enhancement, however we may provide incentive programs for such contributions;
Source: Item 22 — CONTRACTS (FDD page 53)
What This Means (2024 FDD)
According to the 2024 Burros Fries Franchise Disclosure Document, the franchise agreement addresses software modifications and intellectual property rights. The agreement states that Burros Fries (or its affiliates) retains sole and exclusive ownership of the software, including all trade secrets and copyrights. Franchisees are granted a limited license to use the software for internal data processing and communication purposes related to their Burros Fries business, but they cannot remarket or redistribute it.
The franchise agreement explicitly prohibits franchisees from modifying the software without prior written consent from Burros Fries. Any ideas or suggestions for modifications or enhancements that a franchisee develops must be promptly disclosed to Burros Fries, who has the right to use those ideas. All copyrights and intellectual property rights to these modifications and suggestions automatically belong to Burros Fries.
The agreement specifies that all modifications or enhancements made to the software become the exclusive property of Burros Fries, regardless of who created them. The agreement also states that it should be considered a "work for hire." If a court determines that the agreement is not a work for hire, the franchisee agrees to sign documents assigning all copyright and other intellectual property rights to Burros Fries. This ensures that Burros Fries maintains complete control and ownership over its software and any improvements made to it.