What powers does C3 Wellness Spa grant to the Manager under the Management Services Agreement?
C3_Wellness_Spa Franchise · 2024 FDDAnswer from 2024 FDD Document
Party. Nothing will require, directly or indirectly, that either Party refer or direct any patients to the other Party. If any legislation, regulation or government policy is passed or adopted, the effect of which would cause either Party to be in violation of such laws due to the existence of any provision of this Schedule B(e), then the Parties agree to negotiate in good faith for a period of 30 days to modify the terms of this Schedule B(e) to comply with applicable law. Should the Parties fail to agree upon modified terms during such 30-day period, either Party may terminate upon notice.
- 1.04. Survival. Upon expiration or termination of this Agreement for any reason, the terms of Section 1.02(d) will survive until all amounts due by Practice are paid in full and/or until Practice's obligations under such provisions are fulfilled; and Section 1.02(b) and (e) will survive for five years.
Schedule B(m) License Agreement
- 1.01. Nonexclusive License. Subject to the terms and conditions of this Agreement, Manager grants to Practice a limited, nonexclusive, nontransferable license to use Manager's Trademark "C3 Wellness" in connection with and in furtherance of the operation of Practice's operations including the use of "C3 Wellness" and in Practice's assumed name at Practice's physical address located at _____________________________________.
Source: Item 23 — RECEIPTS (FDD pages 59–293)
What This Means (2024 FDD)
Based on the 2024 C3 Wellness Spa Franchise Disclosure Document, the Manager grants the Practice a limited, nonexclusive, nontransferable license to use the "C3 Wellness" trademark. This license is specifically for the operation of the Practice's business, including using the trademark in the Practice's assumed name at its physical address. This license is subject to the terms and conditions outlined in the Management Services Agreement.
In return for the rights granted by the Manager, the Practice agrees not to market, advertise, or operate its business under any name or trademark other than the Manager's "C3 Wellness" trademark during the term of the agreement, unless otherwise required by law. This ensures that the Practice focuses on promoting the C3 Wellness Spa brand and maintains a consistent brand identity.
The FDD specifies that all rights to the trademark and associated goodwill remain the exclusive property of the Manager and/or its licensor. The Practice's use of the trademark will not create any ownership rights for the Practice, and any goodwill generated through the Practice's use of the trademark will benefit the Manager. This reinforces that the Practice is using the trademark under license and does not gain any proprietary rights to it.
Overall, the Management Services Agreement grants the Practice a limited right to use the C3 Wellness Spa trademark for its business operations, subject to specific conditions and limitations. This arrangement allows the Practice to benefit from the brand recognition of C3 Wellness Spa while ensuring that the Manager retains ownership and control of the trademark and associated goodwill.