If applicable law prevents me from assigning ownership of an Improvement to Deck Medic, what happens?
Deck_Medic Franchise · 2024 FDDAnswer from 2024 FDD Document
6.H. OWNERSHIP OF INNOVATIONS, IMPROVEMENTS AND CUSTOMER INFORMATION
Franchisee agrees that with regard to the Franchised Business all customer lists and their contents and information represent Confidential Information and constitute an asset of Franchisor whether or not such information was supplied by Franchisor. During the Term of this Agreement and in connection with the development, establishment, marketing, promotion and operation of the Franchised Business, Franchisee shall disclose to Franchisor all of Franchisee's ideas, concepts, methods and products conceived or developed by Franchisee and Franchisee's affiliates, Owners, agents, and employees relating to the development and operation of Deck Medic Businesses. Franchisee hereby assigns to Franchisor and Franchisee agrees to procure from Franchisee's Owners, affiliates and employees' assignment of any such ideas, concepts, methods, and products that Franchisee is required to disclose to Franchisor under this Article 6.H. Franchisor shall have no obligation to make any lump sum or on-going payments to Franchisee or Franchisee's Owners, affiliates or employees with respect to any such idea, concept, method, technique
or product. Franchisee agrees that Franchisee will not use nor will Franchisee allow any other person or entity to use any such concept, method or product without obtaining Franchisor's prior written approval.
Source: Item 23 — RECEIPTS (FDD pages 43–228)
What This Means (2024 FDD)
According to Deck Medic's 2024 Franchise Disclosure Document, franchisees are required to disclose to Deck Medic all ideas, concepts, methods, and products conceived or developed relating to the development and operation of Deck Medic Businesses. Franchisees must assign these innovations to Deck Medic, and also ensure that their owners, affiliates, and employees also assign any such ideas, concepts, methods, and products.
However, the FDD includes amendments for several states that address conflicts between the franchise agreement and state laws. For example, the North Dakota amendment states that provisions requiring North Dakota franchisees to consent to the jurisdiction of courts outside of North Dakota may not be enforceable in North Dakota, and that for North Dakota Franchisees, North Dakota law shall apply. Similarly, the Washington FDD Amendment indicates that the Washington Franchise Investment Protection Act may supersede the Franchise Agreement in areas of termination and renewal. The Maryland FDD Amendment states that a franchisee may bring a lawsuit in Maryland for claims arising under the Maryland Franchise Registration and Disclosure Law.
These state-specific amendments suggest that if a state law prevents the assignment of ownership of an improvement to Deck Medic, the specific state law would likely take precedence over the standard franchise agreement. Prospective franchisees should carefully review the amendments applicable to their state and consult with legal counsel to understand their rights and obligations in such situations. Franchisees should also inquire with Deck Medic about how such conflicts are typically resolved and what processes are in place to ensure compliance with local laws.