What is the Architect's obligation to Epcon Communities regarding future media of the Work?
Epcon_Communities Franchise · 2025 FDDAnswer from 2025 FDD Document
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.
-
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 the 2025 FDD, any architect working with an Epcon Communities franchisee must transfer all rights to their work to Epcon, including future media formats. This requirement is part of the agreement between the franchisee and the architect, ensuring Epcon maintains control over its designs. The architect assigns all worldwide rights, titles, and interests in the copyright of each work to Epcon in all formats and media, including electronic and future media. This transfer includes all translations and primary and subsidiary rights.
Epcon Communities gains extensive rights, including the ability to sue for infringement, register copyrights, and license, sell, or modify the work. The agreement specifies that Epcon has the right to reproduce, alter, expand, change, modify, and adapt the work as it sees fit. They also have the sole right to decide how to publish, advertise, publicize, and exploit the work. This ensures that Epcon Communities has complete control over the architectural designs and can adapt them for various purposes without needing further permission from the architect.
Furthermore, the architect is obligated to secure and assign to Epcon Communities any rights to the works held by other parties. The architect also represents and warrants that they have identified all contributors to the work, that the work is original, and that it does not infringe on any other party's rights. This includes a guarantee that the architect has the full authority to enter into the agreement and has obtained all necessary releases and assignments from involved parties. This comprehensive transfer and these warranties protect Epcon Communities' interests and ensure they have the legal rights to use and modify the architectural designs as needed.
To further protect Epcon Communities, the architect agrees to indemnify and hold harmless the franchisee, Epcon, and Epcon's clients from any losses, damages, or expenses, including attorney's fees, resulting from a breach of the architect's representations or warranties. This indemnification clause provides an additional layer of security for Epcon Communities and its franchisees, ensuring that the architect is accountable for any issues arising from their work. The architect must also sign an agreement acknowledging these conditions, solidifying their commitment to these terms.