What does the term 'Marks' refer to in the Care Plus Medical Ucc franchise agreement?
Care_Plus_Medical_Ucc Franchise · 2024 FDDAnswer from 2024 FDD Document
- B. The System includes (1) methods, procedures, and standards for developing and operating a Care Plus Medical business, (2) plans, specifications, equipment, signage and trade dress for Care Plus Medical businesses, (3) particular products and services, (4) the Marks, (5) training programs, (6) business knowledge, (7) marketing plans and concepts, and (8) other mandatory or optional elements as determined by Care Plus Medical UCC from time to time.
ARTICLE 12. MARKS
- 12.1 Authorized Marks. Franchisee shall use no trademarks, service marks or logos in connection with the Business other than the Marks. Franchisee shall use all Marks specified by Care Plus Medical UCC, and only in the manner as Care Plus Medical UCC may require. Franchisee has no rights in the Marks other than the right to use them in the operation of the Business in compliance with this Agreement. All use of the Marks by Franchisee and any goodwill associated with the Marks, including any goodwill arising due to Franchisee's operation of the Business, will inure to the exclusive benefit of Care Plus Medical UCC.
- 12.2 Change of Marks. Care Plus Medical UCC may add, modify, or discontinue any Marks to be used under the System. Within a reasonable time after Care Plus Medical UCC makes any such change, Franchisee must comply with the change, at Franchisee's expense.
12.3 Infringement.
- (a) Defense of Franchisee. If Franchisee has used the Marks in accordance with this Agreement, then (i) Care Plus Medical UCC shall defend Franchisee (at Care Plus Medical UCC's expense) against any Action by a third-party alleging infringement by Franchisee's use of a Mark, and (ii) Care Plus Medical UCC will indemnify Franchisee for expenses and damages if the Action is resolved unfavorably to Franchisee.
- (b) Infringement by Third Party. Franchisee shall promptly notify Care Plus Medical UCC if Franchisee becomes aware of any possible infringement of a Mark by a third party. Care Plus Medical UCC may, in its sole discretion, commence or join any claim against the infringing party.
- (c) Control. Care Plus Medical UCC shall have the exclusive right to control any prosecution or defense of any Action related to possible infringement of or by the Marks.
- 12.4 Name. If Franchisee is an entity, it shall not use the word[s] "Care Plus Medical" or any confusingly similar words in its legal name.
Source: Item 22 — CONTRACTS (FDD page 41)
What This Means (2024 FDD)
According to Care Plus Medical Ucc's 2024 Franchise Disclosure Document, the term 'Marks' refers to the trademarks, service marks, and logos that the franchisee is authorized to use in connection with their Care Plus Medical Ucc business. The franchise agreement specifies that franchisees can only use the 'Marks' specified by Care Plus Medical Ucc and in the manner that Care Plus Medical Ucc requires. Franchisees do not gain any rights to the 'Marks' beyond the right to use them in compliance with the franchise agreement. All goodwill associated with the 'Marks,' including any goodwill arising from the franchisee's operation of the business, accrues exclusively to Care Plus Medical Ucc.
Care Plus Medical Ucc retains the right to add, modify, or discontinue any 'Marks' used within the system, and franchisees are obligated to comply with these changes at their own expense within a reasonable timeframe. This means a franchisee may need to update signage, marketing materials, or other branded items to reflect the changes.
If a franchisee uses the 'Marks' in accordance with the franchise agreement, Care Plus Medical Ucc will defend the franchisee against any third-party action alleging infringement due to the franchisee's use of a 'Mark'. Care Plus Medical Ucc will also indemnify the franchisee for expenses and damages if the action is resolved unfavorably to the franchisee. The franchisee must promptly notify Care Plus Medical Ucc of any potential infringement of a 'Mark' by a third party, and Care Plus Medical Ucc has the exclusive right to control any legal action related to possible infringement of the 'Marks'.
Furthermore, if the franchisee is an entity, it cannot use the words "Care Plus Medical" or any confusingly similar words in its legal name. This restriction ensures that the franchisee's identity remains distinct from the franchisor, Care Plus Medical Ucc, and prevents potential confusion in the marketplace.