factual

Which sections of the Dermani Medspa agreements address trademarks and proprietary information?

Dermani_Medspa Franchise · 2025 FDD

Answer from 2025 FDD Document

[Item 13: TRADEMARKS, SERVICE MARKS, TRADE NAMES, LOGOTYPES, AND COMMERCIAL SYMBOLS]

LazCoz has filed all declarations of use and renewals required to maintain these registrations as of the date of this disclosure document.

Our right to use and license others to use the Proprietary Marks is exercised under a trademark license agreement (the "TM Agreement") with LazCoz dated April 22, 2019. Under the TM Agreement, we are granted the right to use and to permit others to use the Marks. The TM Agreement has a 20-year term, with automatic 1-year renewal terms. If we were ever to lose our right to the Marks, LazCoz is required under the TM Agreement to allow our franchisees to maintain their rights to use the Proprietary Marks in accordance with their franchise agreements. Also, the franchise agreements will be assigned to LazCoz. Other than the TM Agreement, there are no agreements in effect which significantly limit our rights to use or license the Marks in any state in a manner material to dermani MEDSPA® franchises.

LazCoz has timely filed, and intends to timely file, with the USPTO all required affidavits of use and an affidavit of incontestability, when due, for the Marks noted above.

There are no currently effective material determinations of the USPTO, the Trademark Trial and Appeal Board, the trademark administrator of any state, or any court, and no pending infringement,

opposition, or cancellation proceeding, or any pending material litigation, involving the Marks. There is no agreement in effect which significantly limits our rights to use or license the Marks in any state in a manner material to the franchise, and we know of no superior prior rights or infringing uses that could materially affect your use of the Marks in any state.

[Item 14: PATENTS, COPYRIGHTS, AND PROPRIETARY INFORMATION]

Confidential Information

Except for the purpose of operating the Franchised Business and managing the dermani MEDSPA® under the Franchise Agreement, you must not (during Franchise Agreement's term or later) communicate, disclose, or use for any person's benefit any of the confidential information, knowledge, or knowhow concerning the operation or management of the Franchised Business or dermani MEDSPA® that may be communicated to you or that you may learn by virtue of your operation of the Franchised Business and management of the dermani MEDSPA® or your operations under the Franchise Agreement. You may divulge confidential information only to those of your employees who must have access to it in order to operate the Franchised Business and manage the dermani MEDSPA®. Any and all information, knowledge, knowhow, and techniques that we designate as confidential will be deemed confidential for purposes of the Franchise Agreement, including any information gathered through the POS System and/or Computer System. However, this will not include information that you can show came to your attention before we disclosed it to you; or that at any time became a part of the public domain, through publication or communication by others having the right to do so. There may be certain, limited circumstances where applicable law allows for the disclosure of certain trade secrets, as specified in the Manuals.

In addition, we may require you, your Operating Principal, and any employee who may have access to any confidential information to sign non-disclosure and non-competition covenants. Every one of these covenants must provide that the person signing will maintain the confidentiality of information that they receive in their employment or affiliation with you, the Franchised Business, or the dermani MEDSPA®. These agreements must be in a form that we find satisfactory, and must include, among other things, specific identification of our company as a third party beneficiary with the independent right to enforce the covenants. Our current form for this agreement is attached to the Franchise Agreement as Exhibit F.

[Item 23: RECEIPTS]

The Company executed a Trademark and System License Agreement (the "Trademark Agreement") on April 22, 2019 with Lazcoz, LLC (the "Licensor" ). The Licensor is the owner of a format and system (the "System" ) relating to the establishment, operation, management and franchising of medical spa centers, which operate under the "dermani MEDSPA®" name and the System. The Company has the right to sublicense the properties to third‐party franchisees for the operation of dermani MEDSPA® pursuant to the execution of an approved Franchise Agreement. The Trademark Agreement commenced on the effective date of the Trademark Agreement and shall remain in effect for twenty (20) years (April 22, 2039) and shall renew automatically for successive one (1) year periods unless terminated in accordance with the Trademark Agreement.

Source: Item 9 — FRANCHISEE'S OBLIGATIONS (FDD pages 28–30)

What This Means (2025 FDD)

According to the 2025 Dermani Medspa Franchise Disclosure Document, Item 13, titled "TRADEMARKS, SERVICE MARKS, TRADE NAMES, LOGOTYPES, AND COMMERCIAL SYMBOLS," and Item 14, titled "PATENTS, COPYRIGHTS, AND PROPRIETARY INFORMATION," contain information regarding trademarks and proprietary information. Item 23 also references trademarks and the system license agreement.

Item 13 explains that Dermani Medspa's right to use and license its proprietary marks is based on a trademark license agreement (TM Agreement) with LazCoz, effective from April 22, 2019. This agreement grants Dermani Medspa the right to allow franchisees to use the marks. The TM Agreement has a 20-year term with automatic 1-year renewals. If Dermani Medspa loses its rights to the marks, LazCoz is obligated to allow franchisees to continue using the proprietary marks according to their franchise agreements, which will be assigned to LazCoz.

Item 14 addresses confidential information, stating that franchisees cannot disclose or use confidential information about the Franchised Business or Dermani Medspa, except for operating the Franchised Business under the Franchise Agreement. Franchisees can only share confidential information with employees who need it for business operations. Dermani Medspa may require franchisees, their Operating Principals, and employees to sign non-disclosure and non-competition covenants to protect confidential information. The current form for this agreement is attached to the Franchise Agreement as Exhibit F.

Item 23 references the Trademark and System License Agreement executed April 22, 2019, with Lazcoz, LLC, which owns the format and system related to Dermani Medspa centers. Dermani Medspa has the right to sublicense these properties to franchisees through an approved Franchise Agreement. The Trademark Agreement remains in effect for 20 years, until April 22, 2039, and automatically renews for successive one-year periods unless terminated.

Disclaimer: This information is extracted from the 2025 Franchise Disclosure Document and is provided for research purposes only. It does not constitute legal or financial advice. Consult with a franchise attorney before making any investment decisions.