What is the nature of the license granted to a Counselor Realty franchisee to use the marks?
Counselor_Realty Franchise · 2025 FDDAnswer from 2025 FDD Document
h contractual splits and rates and in accordance with industry norms.
2.2 Acknowledgments. 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. You agree that the disclosure or unauthorized or improper use of the System may cause Counselor or other franchisees irreparable harm, and you agree not to engage in such practices.
3. TERM.
- 3.1 Term. The initial term of this Agreement begins on the Effective Date of this Agreement and ends five years from the Effective Date.
- 3.2 Successor Franchise. If you apply in writing between 60 and 180 days before expiration of the initial term and are not in breach of this Agreement (or any related agreement) at the expiration of the initial term, you may acquire a single successor franchise for five years, using the form of Counselor Franchise Agreement we are then using (which may differ from this Agreement), but without further renewal. Your Franchise Agreement for the successor term, if any, will include a new minimum Office sales agent requirement schedule negotiated by you and Counselor.
Source: Item 22 — CONTRACTS (FDD page 32)
What This Means (2025 FDD)
According to the 2025 Counselor Realty FDD, franchisees are granted a non-exclusive license to use the Counselor Realty System and Marks. This license allows them to operate a single real estate brokerage business at one approved site within a designated geographic territory. The franchisee must get Counselor Realty's written consent before opening or operating any additional office locations.
Counselor Realty retains the right to modify the System and Marks, and franchisees must adapt their business to these changes at their own expense. The franchisee cannot sublicense or transfer any licensed rights, except as specified in the franchise agreement. The franchisee's use of Counselor Realty's trademarks in advertising must always conform to Counselor Realty's brand standards. While Counselor Realty does not currently require pre-approval of advertising materials, they reserve the right to review and approve them in the future.
Upon termination or expiration of the franchise agreement, all licensed rights automatically revert to Counselor Realty, and the franchisee must immediately cease using the Marks and System. This includes stopping the use of any confusingly similar names or marks, including domain names. This ensures that Counselor Realty maintains control over its brand and system, even after a franchise relationship ends.