What does the Architect represent and warrant to Epcon Communities regarding the originality of each Work?
Epcon_Communities Franchise · 2025 FDDAnswer from 2025 FDD Document
Architect represents and warrants to Epcon that:
(a) Architect has identified all persons and entities who have worked on the Work, each Work is or will be the original work of Architect and/or its agents who have executed valid assignments of rights to Architect, subject to the rights of Epcon in the Epcon Works.
(b) Each Work does not and will not infringe upon or violate the copyrights, trademarks, or any other rights whatsoever of any person or entity.
(c) No adverse claim exists with respect to each Work and Architect has not assigned any Work to another person or entity.
(d) Each Work has not heretofore previously been published or exploited in any form anywhere in the world.
(e) Architect has the full and exclusive right and authority to enter into this agreement.
(f) Architect has obtained releases and assignments, if needed, from all required parties in each work.
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Architect will indemnify and save harmless Franchisee, Epcon, and Epcon's clients, customers, licensees or other permitted users of any Work, and their successors and assigns from and against any and all loss, damage or
Source: Item 23 — RECEIPTS (FDD pages 86–280)
What This Means (2025 FDD)
According to Epcon Communities' 2025 Franchise Disclosure Document, the Architect provides several representations and warranties to Epcon Communities concerning the originality and rights associated with the architectural works created for the franchisee. The Architect confirms that they have identified all individuals and entities involved in the creation of the Work. They also warrant that each Work is original, either created by the Architect or by their agents who have legally assigned their rights to the Architect. This ensures that Epcon Communities receives valid rights to the Work.
Furthermore, the Architect guarantees that each Work does not infringe upon or violate any copyrights, trademarks, or other rights of any person or entity. They also confirm that no adverse claims exist regarding the Work and that they have not assigned any Work to another party. This protects Epcon Communities from potential legal issues related to intellectual property infringement.
Additionally, the Architect warrants that each Work has not been previously published or exploited in any form worldwide. The Architect also confirms they possess the full and exclusive right and authority to enter into the agreement and have obtained all necessary releases and assignments from all required parties involved in each Work. These warranties ensure that Epcon Communities obtains exclusive and unencumbered rights to use and exploit the architectural works.
Should the Architect breach any of these representations or warranties, they agree to indemnify and hold harmless the franchisee, Epcon Communities, and Epcon Communities' clients, customers, licensees, and other permitted users from any losses, damages, or expenses, including reasonable attorneys' fees. This provision offers Epcon Communities and its related parties financial protection against any legal or financial repercussions resulting from the Architect's breach of warranty.