What obligation does the franchisee have regarding goodwill toward the Exit System?
Exit Franchise · 2025 FDDAnswer from 2025 FDD Document
ement or remuneration, to execute any and all documents and to do such acts and things as, in the opinion of legal counsel for Subfranchisor or EXIT, may be reasonably necessary for Franchisee to assist in such defense or prosecution.
(D) Franchisee shall make every effort to protect, maintain and advance the trade name, service mark, and the System, and shall report imitations and infringements upon them.
8.5. Goodwill
- (A) Franchisee acknowledges EXIT's claim to the exclusive right, title and interest to the Proprietary Marks and acknowledges that any and all goodwill associated with and identified with the Proprietary Marks, including any goodwill which may result from Franchisee's use of the Proprietary Marks, shall inure directly and exclusively to the benefit of EXIT. On the expiration or termination of this Agreement, no monetary value shall be assigned as attributable to or associated with Franchisee's activities as a Franchisee under the Proprietary Marks.
- (B) Franchisee agrees not to make any disparaging remarks, comments or communications, whether oral or written, regarding Subfranchisor or EXIT, or any of their respective officers or directors.
8.6. Incontestability
Franchisee shall not directly or indirectly contest or aid in the contesting of the validity or ownership of any of the Proprietary Marks, or take any action which might affect or prejudice Subfranchisor's or EXIT's rights in or to the Proprietary Marks. The foregoing agreement shall survive the termination of this Agreement.
8.7. Uniform Policies
In order to develop and maintain high and uniform standards of quality and service, and thus protect the reputation and goodwill of EXIT and all those involved in the EXIT System, Franchisee covenants (i) to adopt and use for the purposes expressed in this Agreement, at its own cost and expense, any changes in the Proprietary Marks or Training Manuals as if they were part of the EXIT System at the time this Agreement was executed; and (ii) to obtain advance written approval from Subfranchisor for the total appearance of the trade name and logo incorporating Franchisee's name or other identifying words.
8.8. Training Manuals and EXIT System
- (A) In order to protect the reputation, goodwill and uniform standards of operation of the EXIT System, Franchisee shall conduct its operations and business in accordance with the Training Manuals as may from time to time be updated or amended by EXIT. The then current Training Manuals will be provided to Franchisee as provided at Section 12.1 of this Agreement.
Source: Item 23 — RECEIPT (FDD pages 42–235)
What This Means (2025 FDD)
According to Exit's 2025 Franchise Disclosure Document, franchisees have several obligations regarding the goodwill associated with the Exit System. Franchisees must make every effort to protect, maintain, and advance the trade name, service mark, and the Exit System, including reporting any imitations or infringements. Franchisees acknowledge that all goodwill associated with the Proprietary Marks belongs exclusively to Exit, and no monetary value will be assigned to the franchisee's activities related to this goodwill upon termination or expiration of the agreement.
Furthermore, franchisees are prohibited from making any disparaging remarks about Exit or its officers and directors. They cannot contest the validity or ownership of the Proprietary Marks or take any action that might prejudice Exit's rights to these marks. To maintain uniform standards and protect Exit's reputation, franchisees must adopt any changes in the Proprietary Marks or Training Manuals and obtain written approval for any trade name or logo incorporating the franchisee's name.
After termination or expiration of the franchise agreement, the franchisee is prohibited from performing any act that is injurious or prejudicial to the goodwill associated with the Exit System. This includes, but is not limited to, refraining from using the term "EXIT" or any confusingly similar term in any subsequent business. These measures ensure the continued protection and integrity of the Exit brand and its associated goodwill.