Does the Dryject franchise agreement confer any goodwill or other interests in the Marks to the franchisee?
Dryject Franchise · 2025 FDDAnswer from 2025 FDD Document
- (a) You acknowledge and agree that We are the owner of the Licensed Rights which include all Marks and that Your right to use the Licensed Rights is derived solely from this Agreement and is limited to the conduct of the business by You pursuant to and in compliance with this Agreement and all applicable standards, specifications, and operating procedures prescribed by Us from time to time during the Term of this Agreement. Any unauthorized use of the Marks by You constitutes a material breach of this Agreement and an infringement of Our rights in and to the Marks. You acknowledge and agree that all usage of the Marks by You and any goodwill established by Your use of the Marks shall inure to Our exclusive benefit and that this Agreement does not confer any goodwill or other interests in or to the Marks upon You. You shall not, at any time during the Term of this Agreement, or after its termination or expiration, contest the validity or ownership of any of the Marks or assist another person in contesting the validity or ownership of any of the Marks. All provisions of this Agreement applicable to the Marks apply to any additional trademarks, service marks, trade names, trade dress, trade symbols, signs, slogans, associated logos, designs, emblems, e-marks, copyrights, and commercial symbols authorized for use by and licensed to You by Us after the date of this Agreement.
Source: Item 8 — BUSINESS RELATIONSHIP (FDD pages 68–229)
What This Means (2025 FDD)
According to Dryject's 2025 Franchise Disclosure Document, the franchise agreement does not confer any goodwill or other interests in the Marks to the franchisee. The agreement states that Dryject owns the Licensed Rights, including all Marks, and the franchisee's right to use them is solely derived from the agreement. This right is limited to conducting business in compliance with the agreement's standards and operating procedures. Any unauthorized use of the Marks is a material breach of the agreement and an infringement of Dryject's rights.
The Dryject franchise agreement explicitly states that all usage of the Marks by the franchisee and any goodwill established through that use will accrue to the exclusive benefit of Dryject. The agreement reinforces that it does not grant the franchisee any goodwill or other interests in the Marks. Furthermore, the franchisee is prohibited from contesting the validity or ownership of the Marks during and after the term of the agreement, and they must not assist others in doing so.
This arrangement is typical in franchising, where the franchisor retains ownership of the brand and associated intellectual property. This allows Dryject to maintain consistent brand standards across all franchise locations and protect the brand's reputation. For a prospective franchisee, this means that while they can benefit from using the established Dryject brand, they do not gain any equity in the brand itself. The value created by using the brand ultimately benefits Dryject, especially upon termination or expiration of the franchise agreement.