What is the definition of 'Marks' in the context of the City Wide franchise agreement?
City_Wide Franchise · 2025 FDDAnswer from 2025 FDD Document
ore Franchisee uses them under the provisions of Section 10 of this Agreement. As described in Section 10 of this Agreement, CITY WIDE agrees to provide to Franchisee reasonable amounts of such advertising and promotional materials as CITY WIDE has prepared and used in connection with other Businesses in the System owned or licensed by CITY WIDE, at a price equal to CITY WIDE's cost, including allocable overhead, plus ten percent (10%).
SECTION 5. Marks
5.1 Franchisee acknowledges that CITY WIDE is the licensee of the Marks found in Attachment C to this Agreement**.** Franchisee further acknowledges that CITY WIDE has disclosed fully to Franchisee that the Marks licensed hereunder are owned by CITY WIDE FRANCHISE HOLDING COMPANY, INC., an affiliate (See Section 13.2) of CITY WIDE. Franchisee additionally acknowledges that CITY WIDE has disclosed fully to Franchisee that CITY WIDE has the exclusive right throughout the United States, Canada and Mexico, under its License Agreement with CITY WIDE FRANCHISE HOLDING COMPANY, INC., to sub-license the use of the Marks for use as outlined in this Agreement. Franchisee further acknowledges that Franchisee's right to use the Marks is derived solely from this Agreement and is limited to Franchisee's conduct of the Franchised Business under and in compliance with this Agreement and all applicable standards, specifications, and operating procedures CITY WIDE prescribes from time to time during the term of the franchise. Any unauthorized use of the Marks by Franchisee is a breach of this Agreement and an infringement of the rights of CITY WIDE in and to the Marks. Franchisee acknowledges that all Franchisee's usage of the Marks and any goodwill established by
Franchisee's use of the Marks will inure to the exclusive benefit of CITY WIDE and that this Agreement does not confer on Franchisee any goodwill or other interests in the Marks. Franchisee will not, at any time during the Term of this Agreement or after its termination or expiration, contest the validity or ownership of any of the Marks or assist any other person in contesting the validity or ownership of any of the Marks. All provisions of this Agreement applicable to the Marks also apply to any additional trademarks, service marks, and commercial symbols CITY WIDE authorizes Franchisee to use during the Term of this Agreement.
Source: Item 22 — CONTRACTS (FDD page 65)
What This Means (2025 FDD)
According to the 2025 City Wide Franchise Disclosure Document, the 'Marks' refer to the trademarks and service marks licensed to City Wide by CITY WIDE FRANCHISE HOLDING COMPANY, INC. These marks are listed in Attachment C of the franchise agreement. City Wide franchisees are granted the right to use these marks solely for operating their franchised business, provided they adhere to the agreement's terms, standards, specifications, and operating procedures.
The agreement emphasizes that the franchisee's right to use the Marks is derived exclusively from the franchise agreement. Any unauthorized use of the Marks constitutes a breach of contract and an infringement on City Wide's rights. Furthermore, all goodwill generated through the franchisee's use of the Marks accrues solely to the benefit of City Wide, meaning the franchisee does not gain any ownership or interest in the Marks themselves. The franchisee is prohibited from contesting the validity or ownership of the Marks during and after the term of the agreement.
The City Wide franchise agreement also restricts how franchisees can use the Marks. Franchisees cannot use the Marks as part of any corporate or trade name, or with any modifications unless expressly authorized by City Wide in writing. The agreement also specifies that City Wide or its agents have the right to inspect the franchisee's location to ensure the proper use of the Marks and adherence to quality control standards. Franchisees must also follow City Wide's guidelines for advertising and promotion, as outlined in Attachment D and the Operating Manual.