What is the relationship between the Franchise Agreement and the Copyright Assignment & Agreement for Epcon Communities?
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
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.
You further acknowledge that Epcon Communities is the sole owner of the copyrights in all architectural works, technical drawings, and other copyrighted works provided to Epcon Communities franchisee pursuant to the Franchise Agreement with Epcon Communities (and/or Sublicensee pursuant to the Sublicense Agreement) as well as all "derivative works" (as that term is used in the Copyright Act). You also understand, acknowledge, and agree that neither the Franchise Agreement, the Sublicense Agreement, or this Agreement, create any implied license to use, copy, distribute, or create derivative works from any copyrighted work owned by Epcon Communities and that the only licenses to do so are those may be expressly set forth in those agreements.
Assignee further acknowledges and agrees that its strict compliance with these provisions is a condition precedent to any license to utilize the Epcon Communities Works, and as such any use of such works in violation of any of these provisions is unauthorized and will be acts of copyright infringement.
Assignor and Assignee acknowledge and agree that each contemplates and intends that: (a) this Assignment Agreement and its specific provisions are intended directly to benefit Epcon Communities, and Epcon Communities is intended to be, and shall be, a third-party beneficiary of this Assignment Agreement; (b) Assignee, if it decides to use the Development System to complete any unfinished Project(s) pursuant to Section 2 above, shall assume a direct obligation to Epcon Communities, as such third-party beneficiary, to perform certain of Assignor's obligations under the Franchise Agreement and the Market Area Agreement; and (c) Epcon Communities, as such thirdparty beneficiary, shall be conferred with the rights, in its sole discretion, to itself take any action or pursue any remedy that it deems necessary in order to enforce the provisions hereof or of the Franchise Agreement and to which it would be entitled as a party enforcing this Assignment Agreement.
Source: Item 23 — RECEIPTS (FDD pages 86–280)
What This Means (2025 FDD)
According to the 2025 FDD, the Franchise Agreement for Epcon Communities requires franchisees to ensure that any architect or contractor who modifies Epcon's copyrighted works assigns all rights, title, and interest in the copyright of those works to Epcon. This requirement is formalized through a Copyright Assignment & Agreement. This agreement ensures that Epcon Communities retains ownership and control over its architectural designs and development system.
The Copyright Assignment & Agreement stipulates that the architect irrevocably transfers all worldwide rights to Epcon, including the right to sue for infringement, register copyrights, and modify the works. This assignment covers all formats and media, whether existing or created in the future. The agreement is designed to comply with U.S. copyright law (17 U.S.C. Section 204) and requires the architect to execute additional documents if needed to confirm the copyright assignment.
Furthermore, the Franchise Agreement specifies that franchisees and their related parties (employees, sublicensees, etc.) are granted only the express licenses to use Epcon Communities' copyrighted works as outlined in the Franchise Agreement. No implied licenses are created, and any unauthorized use of these works constitutes copyright infringement. This strict control over intellectual property is crucial for maintaining the uniformity and quality of Epcon Communities' developments and protecting its brand identity.
In the event of a franchise assignment, the assignee must acknowledge Epcon Communities' sole rights to the Development System and agree not to act inconsistently with those rights. The assignee's compliance with these provisions is a prerequisite for using Epcon Communities' works, reinforcing the franchisor's control over its intellectual property even in cases of franchise transfer. Epcon Communities is also designated as a third-party beneficiary of the Assignment Agreement, allowing it to directly enforce the agreement's provisions and pursue remedies for any breaches.