What is the Architect's obligation to Epcon Communities regarding assigning the Work?
Epcon_Communities Franchise · 2025 FDDAnswer from 2025 FDD Document
- C. Epcon requires Franchisee, pursuant to the terms of the Franchise Agreement between Epcon and Franchisee, to obtain the representations and assignments contained herein from any architect or contractor who changes, modifies or revises an Epcon Works; and
- D. In consideration of the continuation of the business relationship between Franchisee and Architect, Franchisee and Architect desire to have this Agreement serve to set forth their mutual understanding regarding the ownership of all Works created for Franchisee, both prior to and subsequent to this Agreement.
The following terms and conditions shall apply to all Works created by Architect for Franchisee:
Architect hereby irrevocably transfers, conveys and assigns all worldwide right, title and interest in the copyright of each such Work in all formats and media, whether now existing or hereafter devised, including all electronic and future media, all translations and all primary and subsidiary rights, to Epcon.
The rights transferred include but are not limited to the right to bring suit, collect damages and pursue all remedies for past infringement, all copyrights registrations of the Work, and the right to secure any copyright registrations, renewals, reissues or extensions of any such copyrights throughout the world, the right to register the copyright in Epcon's name, the right to license, sell, assign or otherwise exploit the Work as it sees fit in its sole discretion, the right to reproduce, alter, expand, change, modify and adapt the Work, and the sole right to decide whether and in what manner to publish, advertise, publicize, and exploit the Work.
This Agreement is intended to satisfy the requirements of 17 U.S.C.
Section 204.
Architect agrees to execute upon demand any additional assignments or other documents that Epcon may reasonably request in order to assign or confirm the assignment of all such copyrights from Architect to Epcon.
If any other party has any right, title or interest in the Works, Architect shall obtain all rights and assign such rights to Epcon.
The intent of this provision is to ensure that Epcon will be the exclusive owner of the copyright and of all rights comprised in the copyright of the Work, and that Epcon have the sole right to exercise all rights of the copyright owner with respect thereto, including without limitation all exclusive rights set forth in 17 U.S.C.
Sec. 106.
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, an architect who contracts with an Epcon Communities franchisee has specific obligations regarding the assignment of their work. The architect must transfer all rights, titles, and interests in the copyright of their work to Epcon Communities. This transfer includes all formats and media, existing or future, translations, and primary and subsidiary rights. The architect also agrees to execute any additional documents that Epcon may request to confirm this assignment.
If any other party has rights to the works, the architect is responsible for obtaining those rights and assigning them to Epcon Communities. The intention is to ensure that Epcon Communities is the exclusive owner of the copyright and all rights within that copyright. The architect also represents and warrants to Epcon Communities that they have 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.
Furthermore, the architect warrants that each work does not infringe upon the copyrights, trademarks, or any other rights of any person or entity, and that no adverse claim exists. The architect also confirms they have the full right and authority to enter into the agreement and have obtained all necessary releases and assignments from required parties. The architect will indemnify 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 expense, including reasonable attorneys' fees, resulting from or by reason of the breach or alleged breach of any representation or warranty herein made by Architect.
For a prospective Epcon Communities franchisee, this means that any architect they hire must agree to these terms, ensuring that Epcon Communities maintains control over its intellectual property. This requirement protects Epcon Communities' development system and brand standards, but it also places a responsibility on the franchisee to ensure their architects understand and comply with these obligations. Failure to do so could lead to legal issues and potential liability for the franchisee.