Does Carls own the copyright in all of its advertising and marketing materials?
Carls Franchise · 2024 FDDAnswer from 2024 FDD Document
We do not own any patents that are material to your Franchised Restaurant or the Carl's Jr. System. We own the copyright in all of our advertising and marketing materials including, but not limited to, images, copy, radio, and television commercials, and social media posts, the OPM and certain forms, architectural, engineering and construction plans, advertising materials, product specifications, computer programs, newsletters, training materials, and operations and accounting materials. While we do not commonly register our materials protected by copyright with the United States Registrar of Copyrights, we may seek registration for these materials at any time.
During the term of the Franchise Agreement, you will have access to trade secret information that is confidential and proprietary to us such as manuals, formulas, methods, Customer Information, vendor and pricing lists and policies. For example, the OPM and other materials contain CJR's detailed standards and specifications for managing and operating your Franchised Restaurant and other proprietary information may discuss the selection, purchase, storage, preparation, packaging, ingredients, recipes,
service and sale of the products and beverages you will sell at your Franchised Restaurant. The OPM also contains information on management and employee training, marketing, advertising and sales promotions, signs, fixtures and furnishings, employee dress attire and appearance standards, menu concept, and business practices and procedures, such as bookkeeping, accounting, records retention and other business systems.
You acknowledge that the trade secrets derive independent economic value from not being generally known to and not readily ascertainable to others. You agree to hold in confidence and agree not to disclose or in any way make available to any unauthorized person any trade secret or any information regarding any trade secret or any proprietary information made available to you by us. You may disclose trade secrets only to your employees and agents with a legitimate need to know, each of whom you will warrant will be subject to this confidentiality requirement. You also agree not to contest CJR's interest in the trade secrets and confidential and proprietary information that comprise the Carl's Jr. System.
We are not required by any agreement to protect or defend copyrights or confidential information, although we intend to do so as appropriate.
Source: Item 14 — PATENTS, COPYRIGHTS, AND PROPRIETARY INFORMATION (FDD pages 58–59)
What This Means (2024 FDD)
According to the 2024 FDD, Carls owns the copyright to all of its advertising and marketing materials. This includes images, copy, radio and television commercials, and social media posts. Carls also owns the copyright to the OPM (Operations Procedures Manual), certain forms, architectural, engineering and construction plans, advertising materials, product specifications, computer programs, newsletters, training materials, and operations and accounting materials.
While Carls owns these copyrights, the company does not commonly register its copyrighted materials with the United States Registrar of Copyrights, but it may seek registration at any time. This means that while Carls asserts ownership, it may not have the full legal protections that come with formal registration.
As a franchisee, you will have access to trade secret information that is confidential and proprietary to Carls, such as manuals, formulas, methods, Customer Information, vendor and pricing lists and policies. You must keep this information confidential and only disclose it to employees and agents with a legitimate need to know, who must also adhere to the confidentiality requirements. You also agree not to contest Carls's interest in the trade secrets and confidential and proprietary information that comprise the Carl's Jr. System.
Carls is not required by any agreement to protect or defend copyrights or confidential information, although it intends to do so as appropriate. This indicates that while Carls intends to protect its intellectual property, there is no guarantee that it will take action in every instance of potential infringement.