What specific rights are included in Devon Creek's Intellectual Property?
Devon_Creek Franchise · 2024 FDDAnswer from 2024 FDD Document
nd approved by Franchisor may be used by other System franchisees without any compensation to Franchisee.
14. INTELLECTUAL PROPERTY
14.1 Ownership.
14.1.1. Franchisee expressly understands and acknowledges that Devon Creek IP, LLC or its successor, ("Licensor") is the record owner of the Marks. Franchisor holds the exclusive right to license the Marks to franchisees of the System for use pursuant to the System. Franchisee further expressly understands and acknowledges that Franchisor and/or Licensor claims copyrights on certain material used in the System, including but not limited to its website, documents, advertisements, promotional materials and the Manual, whether or not Franchisor has filed for copyrights thereto with the U.S. Copyright Office. The Marks and copyrights, along with Franchisor's trade secrets, service marks, trade dress and proprietary systems are hereafter collectively referred to as the "Intellectual Property".
- 14.1.2. As between Franchisor and Franchisee, Licensor and Franchisor are the owner of all right, title and interest in and to the Intellectual Property and the goodwill associated with and symbolized by them.
- 14.2 No Interference. Neither Franchisee nor any Principal shall take any action that would prejudice or interfere with the validity of Franchisor's or Licensor's rights with respect to the Intellectual Property. Nothing in this Agreement shall give the Franchisee any right, title, or interest in or to any of the Intellectual Property or any of Franchisor's or Licensor's service marks, trademarks, trade names, trade dress, logos, copyrights or proprietary materials, except the right to use the Intellectual Property and the System in accordance with the terms and conditions of this Agreement for the operation of a Franchised Business and only at or from the Franchised Business office location or in approved advertising related to the Franchised Business.
- 14.3 Goodwill. Franchisee understands and agrees that any and all goodwill arising from Franchisee's use of the Intellectual Property and the System shall inure solely and exclusively to the benefit of Franchisor and Licensor, and upon expiration or termination of this Agreement and the license herein granted, no monetary amount shall be assigned as attributable to any goodwill associated with Franchisee's use of the Intellectual Property.
- 14.4 Validity. Franchisee shall not contest the validity of, or Franchisor's or Licensor's interest in, the Intellectual Property or assist others to contest the validity of, or Franchisor's or Licensor's interest in, the Intellectual Property.
- 14.5 Infringement. Franchisee acknowledges that any unauthorized use of the Intellectual Property shall constitute an infringement of Franchisor's or Licensor's rights in the Intellectual Property and a material event of default hereunder. Franchisee shall provide Franchisor or Licensor with all assignments, affidavits, documents, information and assistance Franchisor or Licensor reasonably requests to fully vest in Franchisor or Licensor all such rights, title and interest in and to the Intellectual Property, including all such items as are reasonably requested by Franchisor or Licensor to register, maintain and enforce such rights in the Intellectual Property.
- 14.6 Substitution. Franchisor reserves the right to substitute different Marks for use in identifying the System and the Franchised Business, if it in its sole discretion, determines that substitution of different Marks will be beneficial to the System. Franchisor will not be liable to Franchisee for any expenses, losses or damages sustained by Franchisee as a result of any additions, modifications, substitutions or discontinuation of the Marks. Franchisee covenants not to commence or join in any litigation or other proceeding against Franchisor for any of these expenses, losses or damages.
- 14.7 Franchisee's Use of the Intellectual Property. With respect to Franchisee's use of the Intellectual Property pursuant to this Agreement, Franchisee further agrees that:
- 14.7.1 Unless otherwise authorized or required by Franchisor, Franchisee shall advertise the Franchised Business only under the Marks "Devon Creek" and design. Franchisee shall not use the Marks, or any portions, variations, or derivatives thereof as part of its corporate or other legal name. All fictitious names used by Franchisee shall bear the designation "a Devon Creek".
- 14.7.2. Franchisee shall identify itself as the owner of the Franchised Business and as an independent Devon Creek franchisee in conjunction with any use of the Intellectual Property, including, but not limited to, uses on invoices, order forms, receipts and contracts, as well as the display of a notice in such content and form and at such conspicuous location upon the office and vehicle(s), as directed by Franchisor, used in the Franchised Business, as Franchisor may designate in writing.
- 14.7.3. Franchisee shall not use the Intellectual Property to incur any obligation or indebtedness on behalf of Franchisor.
- 14.7.4. Any item offered by Franchisee that contains the Marks, must be approved by Franchisor in writing prior to being distributed or sold by Franchisee and such approval may be granted or denied in Franchisor's sole and absolute discretion.
Source: Item 22 — CONTRACTS (FDD page 45)
What This Means (2024 FDD)
According to Devon Creek's 2024 Franchise Disclosure Document, the intellectual property rights include the use of specific marks and adherence to advertising guidelines. Franchisees are generally required to advertise their Devon Creek business using the marks "Devon Creek" and its associated design, unless the franchisor authorizes otherwise. Franchisees cannot use these marks, or any variations of them, as part of their corporate or legal name, but any fictitious names must include "a Devon Creek".
Franchisees must identify themselves as the owner of the franchised business and as an independent Devon Creek franchisee in conjunction with any use of the intellectual property. This includes uses on invoices, order forms, receipts, and contracts. They must also display a notice in a conspicuous location on their office and vehicles, as directed by Devon Creek. Franchisees are prohibited from using the intellectual property to incur any obligations or debts on behalf of Devon Creek. Any item offered by the franchisee that contains the marks must receive written approval from Devon Creek before distribution or sale.
Devon Creek IP, LLC owns the marks, and Devon Creek holds the exclusive right to license the marks to franchisees. Devon Creek and/or its licensor claim copyrights on materials used in the system, including the website, documents, advertisements, promotional materials, and the manual. These marks and copyrights, along with trade secrets, service marks, trade dress, and proprietary systems, are collectively referred to as the "Intellectual Property."
Franchisees must notify Devon Creek immediately of any apparent infringement or challenge to their use of the intellectual property or any claim by any person of rights in the intellectual property. Franchisees are restricted from communicating with anyone other than Devon Creek, its affiliates, their counsel, and the franchisee's counsel regarding any such infringement, challenge, or claim. Upon termination or expiration of the franchise agreement, all rights to use Devon Creek's intellectual property cease immediately, and franchisees must discontinue using the marks and any materials associated with Devon Creek.