Can Ella Cafe require a franchisee to modify or discontinue using material covered by Ella Cafe's copyrights?
Ella_Cafe Franchise · 2024 FDDAnswer from 2024 FDD Document
Changes to the System may further include, without limitation, abandoning the System altogether in favor of another system in connection with a merger, acquisition, other business combination; and modifying or substituting entirely the building, premises, equipment, furnishings, signage, Trade dress, décor, color schemes and uniform specifications and all other unit construction, design, appearance and operational attributes which Franchisee is required to observe hereunder.
Franchisee shall, upon reasonable notice, accept, implement, use and display in the operation of the Franchised Business any such changes in the System, as if they were part of this Agreement at the time of execution hereof at If such additional investment is required to be made in the last two years of the initial term, Franchisee may avoid making the investment by providing notice of intent not to renew the Franchise unless the investment is in connection with a modification to the System required by law or court order.
Franchisee shall use the trademark "ELLA", "ELLA COFFEE HOUSE" and the other Marks which now or hereafter may form a part of the System, on all signs, paper supplies, business cards, uniforms, advertising materials, technology platforms, signs and other articles in the identical combination and manner as the Franchisor may prescribe in writing and the Franchisee shall supply to the Franchisor samples or photographs of the same upon Franchisor's request.
Franchisee shall comply with all trademark, trade name, service mark and copyright notice marking requirements and Franchisee shall supply to the Franchisor samples or photographs of the same upon our request.
for Franchisee relating to the operation of the Business, and all items containing any Marks, copyrights, and other proprietary items; and delete all Confidential Information and proprietary materials from electronic devices;
(iv) cease doing business under any of the Marks.
14.10 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 an Ella Coffee House business, to the reasonable satisfaction of Franchisor.
Franchisor will have
complete discretion to take any action it deems appropriate in connection with any infringement of, or challenge or claim to, any Mark or Copyrighted Works and the right to control exclusively, or to delegate control of, any settlement, litigation, Patent and Trademark Office, or other proceeding arising out of any such alleged infringement, challenge, or claim or otherwise relating to any Mark or Copyrighted Works. Franchisee agrees to execute all such instruments and documents, render such assistance, and do such acts or things as may, in the opinion of Franchisor, reasonably be necessary or advisable to protect and maintain the interests of Franchisor or any Affiliate in the Marks or Copyrighted Works.
12.7 Changes to the Marks. Franchisor reserves the right, in its sole discretion, to designate one or more new, modified, or replacement Marks for Franchisee's use and to req
Source: Item 14 — PATENTS, COPYRIGHTS AND PROPRIETARY INFORMATION (FDD pages 38–39)
What This Means (2024 FDD)
According to Ella Cafe's 2024 Franchise Disclosure Document, Ella Cafe has broad rights to modify its system, which includes materials covered by its copyrights. Ella Cafe may require franchisees to accept and implement changes to the system, treating these changes as if they were part of the original agreement. This includes modifications or substitutions to various elements of the business, such as the building, premises, equipment, signage, trade dress, décor, color schemes, and uniform specifications. Franchisees are expected to adhere to these changes.
Ella Cafe also reserves the right to designate new, modified, or replacement marks for the franchisee's use and require the franchisee to discontinue using existing marks. Franchisees must use Ella Cafe's trademarks and other marks in the exact manner prescribed by Ella Cafe on all signs, paper supplies, business cards, uniforms, advertising materials, and technology platforms. Franchisees must also comply with all trademark, trade name, service mark, and copyright notice marking requirements.
Upon termination or expiration of the franchise agreement, franchisees must cease using all materials containing Ella Cafe's marks, copyrights, and other proprietary items. They must also remove all identification from the location so that it no longer contains Ella Cafe's marks, signage, or trade dress. Ella Cafe retains complete discretion over actions related to infringement or claims to any mark or copyrighted works. Overall, Ella Cafe maintains significant control over its copyrighted materials and can require franchisees to modify or discontinue their use.