What does the term 'Marks' refer to in the Crown Gold Exchange franchise agreement?
Crown_Gold_Exchange Franchise · 2024 FDDAnswer from 2024 FDD Document
Background Statement:
- B. The System includes (1) methods, procedures, and standards for developing and operating a Crown Gold Exchange business, (2) plans, specifications, equipment, signage and trade dress for Crown Gold Exchange businesses, (3) particular products and services, (4) the Marks, (5) training programs, (6) business knowledge, (7) marketing plans and concepts, and (8) other mandatory or optional elements as determined by Crown Gold Franchising from time to time.
ARTICLE 12. MARKS
12.1 Authorized Marks. Franchisee shall use no trademarks, service marks or logos in connection with the Business other than the Marks. Franchisee shall use all Marks specified by Crown Gold Franchising, and only in the manner as Crown Gold Franchising may require. Franchisee has no rights in the Marks other than the right to use them in the operation of the Business in compliance with this Agreement. All use of the Marks by Franchisee and any goodwill
associated with the Marks, including any goodwill arising due to Franchisee's operation of the Business, will inure to the exclusive benefit of Crown Gold Franchising.
12.2 Change of Marks. Crown Gold Franchising may add, modify, or discontinue any Marks to be used under the System. Within a reasonable time after Crown Gold Franchising makes any such change, Franchisee must comply with the change, at Franchisee's expense.
12.3 Infringement.
(a) Defense of Franchisee. If Franchisee has used the Marks in accordance with this Agreement, then (i) Crown Gold Franchising shall defend Franchisee (at Crown Gold Franchising's expense) against any Action by a third-party alleging infringement by Franchisee's use of a Mark, and (ii) Crown Gold Franchising will indemnify Franchisee for expenses and damages if the Action is resolved unfavorably to Franchisee.
(b) Infringement by Third Party. Franchisee shall promptly notify Crown Gold Franchising if Franchisee becomes aware of any possible infringement of a Mark by a third party. Crown Gold Franchising may, in its sole discretion, commence or join any claim against the infringing party.
(c) Control. Crown Gold Franchising shall have the exclusive right to control any prosecution or defense of any Action related to possible infringement of or by the Marks.
12.4 Name. If Franchisee is an entity, it shall not use the words "Crown Gold Exchange" or any confusingly similar words in its legal name.
14.4 Remove Identification. Within 30 days after termination or expiration, Franchisee shall at its own expense "de-identify" the Location so that it no longer contains the Marks, signage, or any trade dress of a Crown Gold Exchange business, to the reasonable satisfaction of Crown Gold Franchising.
Franchisee shall comply with any reasonable instructions and procedures of Crown Gold Franchising for de-identification.
If Franchisee fails to do so within 30 days after this Agreement expires or is terminated, Crown Gold Franchising may enter the Location to remove the Marks and de-identify the Location.
Source: Item 22 — CONTRACTS (FDD pages 38–39)
What This Means (2024 FDD)
According to Crown Gold Exchange's 2024 Franchise Disclosure Document, the term "Marks" refers to the trademarks, service marks, and logos that a franchisee is authorized to use in connection with their Crown Gold Exchange business. The franchisee is required to use the specific Marks designated by Crown Gold Franchising and only in the manner that Crown Gold Franchising requires.
The franchisee's rights to the Marks are limited to operating the business in compliance with the franchise agreement. All usage of the Marks by the franchisee, including any goodwill associated with them, exclusively benefits Crown Gold Franchising. This means that while a franchisee can use the brand's trademarks to conduct business, the brand equity remains the property of the franchisor.
Crown Gold Franchising retains the right to modify or discontinue any Marks used within the Crown Gold Exchange system. The franchisee is obligated to comply with these changes at their own expense within a reasonable timeframe. This could involve updating signage, marketing materials, or other branded items to reflect the new Marks. If a franchisee uses the Marks in accordance with the agreement, Crown Gold Franchising will defend and indemnify the franchisee against any third-party claims of infringement. The franchisee must promptly notify Crown Gold Franchising of any potential infringement of the Marks by a third party, and Crown Gold Franchising has the sole right to control any legal action related to the Marks.
Upon termination or expiration of the franchise agreement, the franchisee must immediately cease doing business under any of the Marks. Within 30 days, the franchisee is responsible for removing all Marks, signage, and trade dress from the location to de-identify it as a Crown Gold Exchange business. Failure to do so allows Crown Gold Franchising to enter the location and remove the Marks at the franchisee's expense.