What is the definition of 'Marks' in the context of the lease agreement for a Clean Your Dirty Face franchise?
Clean_Your_Dirty_Face Franchise · 2025 FDDAnswer from 2025 FDD Document
- Consent to Collateral Assignment to Franchisor; Disclaimer. Landlord acknowledges that Tenant intends to operate a CYDF Facial Bar (a "Business") in the Premises, and that Tenant's rights to operate a Business and to use the CYDF name, trademarks and service marks (the "Marks") are solely pursuant to a franchise agreement ("Franchise Agreement") between Tenant and Mud Franchising, LLC ("Franchisor"). Tenant's operations at the Premises are independently owned and operated. Landlord acknowledges that Tenant alone is responsible for all obligations under the Lease unless and until Franchisor or another franchise expressly, and in writing, assumes such obligations and takes actual possession of the Premises. Notwithstanding any provisions of this Lease to the contrary, Landlord hereby consents, without payment of a fee and without the need for further Landlord consent, to (i) the collateral assignment of Tenant's interest in this Lease to Franchisor to secure Tenant's obligations to Franchisor under the Franchise Agreement, and/or (ii) Franchisor's succeeding to Tenant's interest in the Lease as a result of Franchisor's exercise of rights or remedies under such collateral assignment or as a result of Franchisor's termination of, or exercise of rights or remedies granted in or under, any other agreement between Franchisor and Tenant, and/or (iii) Tenant's, Franchisor's and/or any other franchisee of Franchisor's assignment of the Lease to another franchisee of Franchisor with whom Franchisor has executed its then-standard franchise agreement. Landlord, Tenant and Franchisor agree and acknowledge that simultaneously with such assignment pursuant to the immediately preceding sentence, Franchisor shall be released from all liability under the Lease or otherwise accruing after the date of such assignment (in the event Franchisor is acting as the assignor under such assignment), but neither Tenant nor any other franchisee shall be afforded such release in the event Tenant/such franchisee is the assignor unless otherwise agreed by Landlord. Landlord further agrees that all unexercised renewal or extension rights shall not be terminated in the event of any assignment referenced herein, but shall inure to the benefit of the applicable assignee.
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- Use of Premises. Tenant shall only use the Premises for purposes of a Business.
Source: Item 22 — CONTRACTS (FDD page 54)
What This Means (2025 FDD)
According to the 2025 Clean Your Dirty Face Franchise Disclosure Document, the term 'Marks,' within the context of the lease agreement, refers to certain trademarks, service marks, and other commercial symbols that Clean Your Dirty Face and its affiliates use, promote, and license to others. These marks are associated with operating or identifying Clean Your Dirty Face Facial Bars. The FDD indicates that these marks have gained and will continue to gain public acceptance and goodwill.
For a prospective franchisee, this definition is crucial because it clarifies what intellectual property is protected and licensed under the franchise agreement. It emphasizes that the franchisee's right to use the Clean Your Dirty Face name and associated branding is derived solely from the franchise agreement and must adhere to Clean Your Dirty Face's System Standards. The franchisee cannot use any other trademarks, service marks, or commercial symbols to operate their business without express written authorization.
Furthermore, the lease agreement includes provisions to protect these Marks. For example, upon termination of the lease or franchise agreement, Clean Your Dirty Face has the right to enter the premises to remove all signs and materials bearing the Clean Your Dirty Face names or trademarks. The landlord also acknowledges that the tenant's right to use the Marks is pursuant to the franchise agreement between the tenant and Mud Franchising, LLC, highlighting the interconnectedness of the lease and franchise agreements in safeguarding Clean Your Dirty Face's brand identity.
In addition, the franchisee is obligated to notify Clean Your Dirty Face of any infringements or claims related to the Marks. This ensures that Clean Your Dirty Face can take appropriate action to protect its intellectual property. The franchisee must also display the Marks prominently as prescribed by Clean Your Dirty Face on various materials, including advertising, supplies, and employee uniforms, reinforcing brand consistency and recognition.