Who owns the Licensed Program according to the Carls Jr. agreement?
Carls_Jr Franchise · 2025 FDDAnswer from 2025 FDD Document
Licensee acknowledges and agrees that (a) Vendor owns or is the licensee of the Licensed Program and Licensor owns the Content; and (b) the copyright,
patent, trademark, trade secret, and all other intellectual property rights of whatever nature in the Licensed Program and Content are and shall remain the property of Licensor, Vendor or other third parties, as applicable, and nothing in this Agreement should be construed as transferring any aspects of such rights to Licensee or any third party.
Source: Item 23 — RECEIPTS (FDD pages 76–364)
What This Means (2025 FDD)
According to the 2025 Carls Jr. Franchise Disclosure Document, the Licensed Program is owned or licensed by the Vendor, with Licensor owning the Content. Specifically, the FDD states that Vendor owns or is the licensee of the Licensed Program, while Licensor owns the Content within that program. The Vendor and Licensor also retain all intellectual property rights associated with the Licensed Program and Content.
For a Carls Jr. franchisee, this means they are granted a non-exclusive, non-transferable license to use the online websites and web-based applications to access the Licensed Program and Content. This license is solely for the franchisee's internal operations at each franchised restaurant where they remain a franchisee in good standing. The franchisor, Licensor, can add, modify, or remove features of the Licensed Program and Content without notice or consent from the franchisee.
Furthermore, any data and reports generated by the franchisee's use of the Licensed Program and Content are owned solely by the Licensor. The franchisee must use the Licensed Program and Content only for purposes expressly permitted by the Licensor in writing and in strict compliance with the standards issued by the Licensor. This ensures that Carls Jr. maintains control over its systems and data, and that franchisees adhere to consistent standards of operation.
This arrangement is typical in franchising, where the franchisor retains ownership and control over proprietary systems and data to maintain brand consistency and protect intellectual property. The franchisee's rights are limited to using the system as prescribed by the franchisor, and they do not acquire any ownership rights in the software or content.