Are there any other agreements that limit Chop5 Salad Kitchen's right to use or sublicense the trademarks?
Chop5_Salad_Kitchen Franchise · 2024 FDDAnswer from 2024 FDD Document
On December 19, 2023, we entered into an Intellectual Property License Agreement with CHOP5 IP LLC (the
"License Agreement"). Under the terms of the License Agreement, CHOP5 IP LLC granted us the right to use the Marks in the CHOP5 Salad Kitchen System and sublicense the Marks to our franchisees. The term of the License Agreement automatically renews annually, unless it is terminated in accordance with its terms. CHOP5 IP LLC is permitted to terminate the License Agreement only if we: (a) declare bankruptcy or become insolvent; (b) breach CHOP5 IP LLC's quality control standards and fail to cure the breach within a 60-day cure period; or (c) consent to the termination. If the License Agreement is terminated, it states all sublicenses granted by us to our franchisees will continue in full force and effect until the expiration or termination of the applicable franchise agreement. No other agreements limit our right to use or sublicense use of the Marks.
You must follow our rules when using the Marks. You cannot use the Marks as part of a corporate name or with modifying words, designs, or symbols unless you receive our prior written consent. We must approve any fictitious name you intend to use. You cannot use the Marks relating to the sale of any product or service we have not authorized.
You must notify us immediately if you discover an infringing use (or challenge to your use) of the Marks. We will take the action we think appropriate. We are not required to take any action if we do not feel it is warranted. We may require your assistance, but you may not control any proceeding or litigation relating to our Marks. You must not directly or indirectly contest our or CHOP5 IP LLC's rights to the Marks.
Source: Item 13 — TRADEMARKS (FDD pages 38–39)
What This Means (2024 FDD)
According to Chop5 Salad Kitchen's 2024 Franchise Disclosure Document, there are no other agreements that limit their right to use or sublicense the trademarks. Chop5 IP LLC granted Chop5 Salad Kitchen the right to use the marks in the Chop5 Salad Kitchen System and sublicense the marks to their franchisees through an Intellectual Property License Agreement entered on December 19, 2023. The agreement automatically renews annually unless terminated.
Chop5 IP LLC can only terminate the License Agreement if Chop5 Salad Kitchen declares bankruptcy or becomes insolvent, breaches CHOP5 IP LLC's quality control standards and fails to cure the breach within a 60-day cure period, or consents to the termination. Importantly, if the License Agreement is terminated, all sublicenses granted to franchisees will remain in effect until the expiration or termination of the applicable franchise agreement.
As a franchisee, you must adhere to Chop5 Salad Kitchen's rules when using the trademarks and cannot use them as part of a corporate name or with modifying words, designs, or symbols without prior written consent. Chop5 Salad Kitchen must approve any fictitious name you intend to use, and you cannot use the trademarks to sell unauthorized products or services. You are also obligated to notify Chop5 Salad Kitchen immediately if you discover any infringing use of the trademarks, though Chop5 Salad Kitchen is not required to take action and you cannot control any litigation relating to the marks. You must not contest Chop5 Salad Kitchen's or CHOP5 IP LLC's rights to the marks.