Regarding intellectual property developed for an Eos Worldwide franchised business, what assignments, waivers, and covenants must a franchisee require from their personnel?
Eos_Worldwide Franchise · 2025 FDDAnswer from 2025 FDD Document
(a) You acknowledge that, as between you and us, we or our affiliates are the exclusive owners of the Intellectual Property, Client Data, Franchise System Standards, and other elements of the
EOS Franchise System. You further acknowledge and agree that any modifications to the EOS Franchise System or any substitutions or additions to the Intellectual Property suggested or developed by you shall be owned exclusively by us and may be incorporated by us or our affiliates into the Intellectual Property without any compensation to you. As such, you hereby assign and transfer to us all of your entire right, title and interest in and to any rights in or to any Intellectual Property which you may acquire, by operation of law or otherwise, as applicable, or to any improvements, modifications, substitutions, or additions to the Intellectual Property suggested or developed by you and in and to any and all works of authorship and processes embodied therein, and in all goodwill signified thereby, and any and all intellectual property rights and any legal equivalent thereof, including the right to apply for, register, or claim priority to, patents, copyrights, trademark, trade secret and other intellectual property protection, and the right to enforce such rights, title and interest by lawsuit or otherwise. Additionally, all processes, ideas, concepts, methods, techniques or materials relating to the Franchise, whether or not constituting protectable intellectual property, and whether created by or on behalf of you or in connection with the development or operation of your Franchise, will be promptly disclosed to us. If we adopt any of them as part of the EOS Franchise System, they will be deemed to be our sole and exclusive property and part of the EOS Franchise System and deemed to be works made for hire for us.
Source: Item 23 — RECEIPTS (FDD pages 74–246)
What This Means (2025 FDD)
According to the 2025 Eos Worldwide Franchise Disclosure Document, any modifications, substitutions, or additions to the EOS Franchise System's Intellectual Property suggested or developed by a franchisee are owned exclusively by Eos Worldwide. The franchisee must assign and transfer all rights, titles, and interests in any Intellectual Property acquired, including improvements, modifications, or additions, to Eos Worldwide. This includes rights to works of authorship, processes, and goodwill, as well as the right to seek intellectual property protection like patents, copyrights, and trademarks.
Additionally, all processes, ideas, concepts, methods, techniques, or materials related to the Eos Worldwide franchise, whether or not they constitute protectable intellectual property, must be promptly disclosed to Eos Worldwide. If Eos Worldwide adopts any of these elements as part of the EOS Franchise System, they become the sole and exclusive property of Eos Worldwide and are considered works made for hire.
In practical terms, this means that if an Eos Worldwide franchisee or their personnel develop any improvements or modifications to the EOS system, the franchisee must ensure that these are immediately assigned to Eos Worldwide. This requirement protects Eos Worldwide's intellectual property and ensures consistency across all franchises. Franchisees should ensure their personnel are aware of these obligations to avoid any disputes over intellectual property rights.