What rights does the Trademark License Agreement grant to Christies International Real Estate?
Christies_International_Real_Estate Franchise · 2025 FDDAnswer from 2025 FDD Document
r IP Owner's) right to use these trademarks is challenged, you may have to change to an alternative trademark, which may increase your expenses.
Christie, Manson & Woods, Limited, our former affiliate, owns the trademarks set forth above ("IP Owner"), which are our principal Marks. IP Owner licenses these Marks to At World Properties, LLC (our "Parent," as described in Item 1) pursuant to a Trademark License Agreement dated November 16, 2020 (the "Trademark License Agreement"). The term of the Trademark License Agreement is 50 years, with two 25-year renewal options. The Trademark License Agreement provides us the exclusive right to use these Marks in connection with the marketing, sale or lease of luxury real estate and in connection with this licensing program. IP Owner may terminate the Trademark License Agreement if we breach and fail to cure or reasonably mitigate a material term of the agreement within 60 days; if we or IP Owner experiences a bankruptcy event; if certain of our interests or assets are acquired by a competitor; if we cease offering products or services using the Marks for a period of 6 months; if we cease to conduct our business; if we are otherwise liquidated or dissolved; if there is a material breach by us of the Right of First Offer agreement that was executed on the same date as the Trademark License Agreement; if we fail to meet certain performance metrics pertaining to number of offices and fees paid to IP Owner; or if IP Owner, the Marks, or the goodwill associated therewith are materially tarnished, damaged or diminished and that tarnishment, damage or diminishment, which was not caused by a breach of the Trademark License Agreement, damages our business, etc., as further described in the Trademark License Agreement. If the Trademark License Agreement is terminated or expires, you could lose the right to use the trademarks licensed to us under the Trademark License Agreement, subject to the discussion in the following paragraph.
If the Trademark License Agreement terminates, your right to use the Marks will continue for the length of the term of your License Agreement, but not longer than 10 years. Upon termination of the Trademark License Agreement, and in other certain circumstances described in the Trademark License Agreement, including certain defaults by us, IP Owner has the right to step into certain of our rights under the Trademark License Agreement and under your License Agreement with us, including those rights pertaining to your use of the Marks.
The Trademark License Agreement contains significant restrictions on our and your uses of the Marks. These are generally set forth in the License Agreement and in our Operations Manual (which includes IP Owner's Brand Guidelines). For instance, you are not permitted to use any Marks that consist of or incorporate "CHRISTIE'S" in any manner other than in the phrase "CHRISTIE'S INTERNATIONAL REAL ESTATE." In addition, you are required to market, hold out and otherwise position the Marks as a leading luxury brand, and you must not market, hold out or otherwise position any other trademarks or other commercial symbols as being associated with additional or more luxury real estate brokerage services,or additional or more luxury real estate properties than those offered, marketed or sold under the Marks. You must use the Marks in combination with your marks, which will be set forth in Section 7 of Exhibit 1 of the License Agreement.
Source: Item 13 — TRADEMARKS (FDD pages 38–40)
What This Means (2025 FDD)
According to the 2025 Christies International Real Estate Franchise Disclosure Document, the Trademark License Agreement grants Christies International Real Estate the exclusive right to use specific trademarks in connection with the marketing, sale, or lease of luxury real estate and in connection with its licensing program. These trademarks are owned by Christie, Manson & Woods, Limited, referred to as the IP Owner, who licenses the marks to At World Properties, LLC, Christies International Real Estate's Parent company, under an agreement dated November 16, 2020. The term of this agreement is 50 years, with options to renew for two additional 25-year periods.
However, this right is subject to several limitations and conditions. Christies International Real Estate's use of the trademarks must adhere to the standards set forth in both the License Agreement and the Trademark License Agreement. Christies International Real Estate cannot use the marks as part of its corporate name, nor can it modify the trademarks' words, designs, symbols, or colors. The trademarks can only be used to sell "luxury" real estate, maintaining an average selling price designated by Christies International Real Estate. Furthermore, the Trademark License Agreement places restrictions on how Christies International Real Estate can market the trademarks, requiring them to be positioned as a leading luxury brand and not associating other trademarks with more luxury real estate services or properties.
It's important to note that the IP Owner retains the right to terminate the Trademark License Agreement under certain conditions, such as a breach of the agreement, bankruptcy events, acquisition by a competitor, ceasing business operations, or if the trademarks are materially tarnished. If the Trademark License Agreement is terminated or expires, Christies International Real Estate could lose the right to use the trademarks. Additionally, Christies International Real Estate and the IP owner do not have a federal registration for two of their principal trademarks, which means these trademarks do not have as many legal benefits and rights as a federally registered trademark. If the right to use these trademarks is challenged, Christies International Real Estate may have to change to an alternative trademark, which may increase expenses for the franchisee.