What representations made by the Coffee News franchisor are not disclaimed by the agreement?
Coffee_News Franchise · 2025 FDDAnswer from 2025 FDD Document
se editorial supervision over the Periodical and may make such changes as it may deem necessary and advisable. Franchisor shall have final authority regarding the content of the Periodical.
6. NAMES, MARKS, TRADE SECRETS, AND COPYRIGHTS.
6.1 Franchise of "Coffee News" Name and Format. Nothing in this Agreement shall be construed as an assignment or grant to Franchisee of any right, title or interest in or to the "Coffee News" name or Format, it being understood that all rights relating hereto are reserved by 2703203 Manitoba Inc., a corporation of the Province of Manitoba, Canada and Franchisor except for this license to use the "Coffee News" name and Format only as specifically and expressly provided in this Agreement. Furthermore, nothing in this Agreement shall be construed as an assignment, grant or
license to Franchisee of any right, title or interest in any trade names, service marks, trade symbols, emblems, signs, slogans or insignia not designated by this Agreement as licensed to Franchisee, which may be developed by Franchisor for use with other franchisees. Franchisee recognizes the great value of the goodwill associated with the "Coffee News" name and Format and acknowledges that the name and rights therein and goodwill pertaining thereto belong to Franchisor and 2703203 Manitoba Inc. Franchisee hereby agrees that every use of the "Coffee News" name and Format shall inure to the benefit of Franchisor and 2703203 Manitoba Inc. and that Franchisee shall not at any time acquire any rights in such name. Franchisee agrees that it will not, while this Agreement is in effect or thereafter, attack the title or any rights of Franchisor or 2703203 Manitoba Inc. in and to the "Coffee News" name or Format or attack the validity of this license of the use of such name or Format or do anything which would jeopardize or diminish Franchisor's rights to or the value of such name.
- 6.2 Use of Trade Secrets. Franchisee shall not directly or indirectly furnish to any other party any confidential information as to the "Coffee News" Format, methods of operation, advertising, promotion, ideas or any other information relating to Franchisor's business of "Coffee News" without the written consent of Franchisor. The provisions contained herein shall survive the termination, expiration, transfer, assignment, of this Agreement. Franchisee shall execute a non-disclosure or confidentiality agreement with its employees, officers, key personnel, agents, or stockholders, as the case may be, that such employees, officers, key personnel, agents, or stockholders, as the case may be, shall be bound by the contractual provisions contained in this paragraph, and will be liable for damages, reasonable attorney fees and court cost if the Franchisor has to enforce their contractual rights by legal actions.
- 6.3. Copyrights. All title, including without limitation copyrights, in and to the Periodical, Operations Manual, Coffee News College training materials, marketing promotion materials, our license agreements, and all content that Licensor and/or its affiliate develop, either in hardcopy or digital format, and any copies thereof are owned by Franchisor and/or its affiliate. All title and intellectual property rights in and to the Periodical content which may be accessed through use of the Periodical and related services is the property of Franchisor and shall be protected by applicable copyright and other intellectual property laws. This Agreement grants no rights to Franchisee's customer to use the content without Franchisor's written consent.
7.
Source: Item 23 — Receipts (FDD pages 36–118)
What This Means (2025 FDD)
According to the 2025 Coffee News FDD, the franchise agreement does not disclaim Coffee News's ownership of the Coffee News name and format. The agreement explicitly states that all rights to the Coffee News name and format are reserved by 2703203 Manitoba Inc. and the franchisor, except for the franchisee's licensed use as specified in the agreement. The franchisee acknowledges the goodwill associated with the Coffee News name and agrees that all use of the name benefits the franchisor and 2703203 Manitoba Inc. The franchisee cannot challenge the franchisor's rights to the Coffee News name or diminish its value. This section of the agreement reinforces Coffee News's control over its brand identity and prevents franchisees from claiming ownership or undermining the brand.
Additionally, the Coffee News franchise agreement does not disclaim the obligation of the franchisor to provide an operations manual to the franchisee. The manual will describe how to arrange periodical distribution, sell advertising, design advertisements, determine advertising pricing, and define coverage areas. It will also include sample advertisements, office supply samples, insertion orders, business cards, envelopes, and monthly sales envelopes. This obligation ensures that franchisees receive comprehensive guidance on operating their Coffee News franchise, covering essential aspects of the business model and advertising strategies.
Furthermore, the agreement stipulates that franchisees must purchase printing services from Coffee News Printing, LLC for at least one year from the agreement date. This requirement is not disclaimed, ensuring that Coffee News maintains control over the printing quality and standards during the initial phase of the franchise. After the first year, franchisees have the option to use another print shop, unless the franchisor provides financing for multiple units, in which case the franchisee must continue using Coffee News Printing, LLC for the loan's duration. This requirement helps Coffee News maintain quality control and potentially generate revenue through its affiliated printing service.