In the context of the Carls franchise agreement, what constitutes 'Licensed Content'?

According to the 2024 FDD, 'Licensed Content' in the context of the Carls franchise refers to proprietary content owned or licensed by Carls and/or its subsidiaries. This content is featured on the 'Licensed Program,' which is an educational, training, and testing service provided by a third-party vendor, Cornerstone On Demand. The Licensed Program facilitates the acquisition and evaluation of workplace skills through online courses, interactive multimedia training, and learning content creation and administration.

Carls retains the right to use and license this proprietary content to its franchisees. Franchisees, in turn, gain access to and the right to use the Licensed Program and Content at their franchised restaurants, subject to the terms and conditions outlined in the franchise agreement. This access enables franchisees and their employees to participate in training and educational programs designed to enhance their skills and knowledge related to operating a Carls restaurant.

The franchisee's license to use the Licensed Program and Content is non-exclusive and non-transferable, limited to internal operations at the franchised restaurant locations where the franchisee is in good standing with Carls. Carls, as the licensor, retains the right to modify or remove features and elements of the Licensed Program and Content without prior notice or consent from the franchisee. Furthermore, all data and reports generated through the franchisee's use of the Licensed Program and Content are the sole property of Carls.

Overall, this arrangement allows Carls to maintain control over the training and educational resources provided to its franchisees, ensuring consistency and quality across the franchise system. It also highlights the importance of adhering to the terms and conditions set forth in the franchise agreement to maintain access to these valuable resources.