From where does a City Wide franchisee's right to use the Marks derive?
City_Wide Franchise · 2025 FDDAnswer from 2025 FDD Document
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, a franchisee's right to use the Marks (trademarks, service marks, and commercial symbols) is derived solely from the Franchise Agreement itself. This right is specifically limited to conducting the Franchised Business in compliance with the agreement and all standards, specifications, and operating procedures that City Wide prescribes. Unauthorized use of the Marks constitutes a breach of the agreement and an infringement on City Wide's rights.
This means that a City Wide franchisee's ability to use the brand's trademarks is contingent upon adhering to the terms of the Franchise Agreement. Franchisees must operate their business according to City Wide's established standards and procedures to maintain their right to use the Marks. This includes using the marks only to identify the Franchised Business and approved products/services, and refraining from using the Marks in any way not expressly authorized by City Wide.
Furthermore, all goodwill established through the franchisee's use of the Marks inures exclusively to the benefit of City Wide. The Franchise Agreement does not grant the franchisee any ownership or other interests in the Marks themselves. Franchisees are prohibited from contesting the validity or ownership of the Marks, both during and after the term of the agreement. This underscores that the franchisee's right to use the Marks is a privilege granted by City Wide, not a right of ownership.
City Wide also has the right to modify or discontinue the use of any of the Marks, and franchisees must comply with these changes. Franchisees must also notify City Wide of any claims or actions relating to the Marks. City Wide retains the exclusive right to defend any action against a third party regarding the use of the Marks. These provisions emphasize City Wide's control over its brand and the importance of franchisees adhering to the franchisor's guidelines to protect the integrity and value of the Marks.