What is the Architect's obligation to Epcon Communities regarding selling 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.
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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 working with an Epcon Communities franchisee has specific obligations regarding the rights to their work. The architect must transfer all worldwide rights, titles, and interests in the copyright of each work to Epcon Communities. This includes the right to bring suit, collect damages, and pursue remedies for past infringement, as well as the right to register the copyright in Epcon's name. Epcon has the right to license, sell, assign, reproduce, alter, expand, change, modify, adapt, publish, advertise, publicize, and exploit the work as it sees fit.
If any other party has any right, title, or interest in the works, the architect is responsible for obtaining all those rights and assigning them to Epcon Communities. The intention is to ensure that Epcon Communities is the exclusive owner of the copyright and has the sole right to exercise all rights of the copyright owner. The architect also represents and warrants to Epcon 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 or violate the copyrights, trademarks, or any other rights of any person or entity. They also confirm that no adverse claim exists, they have not assigned any work to another person or entity, each work has not been previously published or exploited, they have the full right to enter into the agreement, and they have obtained all necessary releases and assignments. The architect is obligated to execute any additional documents that Epcon may request to confirm the assignment of copyrights.
Finally, the architect agrees to indemnify and hold harmless the franchisee, Epcon Communities, and Epcon's clients from any loss, damage, or expense, including attorney's fees, resulting from any breach of the architect's representations or warranties. This comprehensive assignment and warranty ensures that Epcon Communities maintains control over its intellectual property and protects its brand standards across all franchise locations.