Does the Franchise Agreement for Counselor Realty define the term 'Marks'?
Counselor_Realty Franchise · 2025 FDDAnswer from 2025 FDD Document
knowledgments. This Agreement is subject to the following conditions:
(a) The Business shall offer and provide only the services, and be identified only by Marks, we authorize;
(b) The Marks are our exclusive and valuable property. You have no right, ownership or other interest in or to any of the Marks except the qualified license to use them in strict conformity with this Agreement;
(c) We may change the System and the Marks periodically, and when we do, you must promptly conform the Business to the revised requirements, at your cost;
(d) You shall not directly or indirectly sublicense, delegate or transfer any of the rights licensed by this Agreement except in accordance with Article 9;
(e) We and our affiliates may conduct various business activities, including residential and commercial real estate brokerage businesses; and
(f) You acknowledge that the System was developed by us at considerable expense and investment and that your operation of a "Counselor" franchise is possible only with our assistance and ongoing advisory services.
Source: Item 22 — CONTRACTS (FDD page 32)
What This Means (2025 FDD)
According to Counselor Realty's 2025 Franchise Disclosure Document, the Franchise Agreement acknowledges that the Marks are the exclusive property of Counselor Realty. The agreement states that a franchisee has no right, ownership, or other interest in the Marks except for a qualified license to use them in strict accordance with the Franchise Agreement. Counselor Realty retains the right to change the Marks periodically, and franchisees are obligated to conform to these revisions at their own cost.
This means that as a Counselor Realty franchisee, you are granted a limited license to use the company's trademarks and branding. However, you do not own these trademarks and must adhere to Counselor Realty's standards and any changes they make. This is a common arrangement in franchising, as it allows the franchisor to maintain brand consistency across all franchise locations.
The Franchise Agreement also specifies that a franchisee cannot use the Marks as part of their corporate or business name without Counselor Realty's consent. All goodwill associated with the Marks belongs to Counselor Realty, and the franchisee cannot contest their ownership or registration of the Marks. Franchisees must reproduce and use the Marks only in the precise manner, colors, and form prescribed by Counselor Realty and only in association with authorized products and services. This ensures that the brand is presented uniformly across all franchise locations, maintaining a consistent image for customers.
Upon termination or expiration of the Franchise Agreement, the franchisee's right to use the Marks immediately reverts to Counselor Realty. The franchisee must then cease using the Marks and any confusingly similar names or marks, including domain names. This underscores the importance of the trademark license as a central component of the franchise agreement, which is essential for operating under the Counselor Realty brand.