Who retains ownership of the Proprietary Marks for the Exit franchise?
Exit Franchise · 2025 FDDAnswer from 2025 FDD Document
(A) Subfranchisor, having been granted the right to do so by EXIT, grants to Franchisee, and Franchisee accepts, a non-exclusive license to use the Proprietary Marks (as defined in Section 43), for the purpose of operating
a Franchise pursuant to the terms and conditions of this Agreement, and for no other purpose. Subfranchisor and Franchisee expressly agree that ownership, right and title to the Proprietary Marks, regardless of source, are automatically vested in and shall remain solely and exclusively the property of EXIT, and are provided to Franchisee by Subfranchisor in confidence. Franchisee agrees to keep all of the Proprietary Marks in confidence, not infringe on EXIT's rights in the Proprietary Marks, not use them in any manner unless expressly authorized by EXIT, and not disclose them without the prior written consent of Subfranchisor, except as provided in this Agreement. This license is contemporaneous and coterminous with this Agreement and is granted solely in the context of this Agreement. Franchisee shall only use the Proprietary Marks with the SM, TM or ® symbols and designations, as applicable.
(B) Franchisee understands and agrees that its license to use the Proprietary Marks is non-exclusive. EXIT in its sole discretion has the right to grant franchises or licenses to others and to license to others the right to use the Proprietary Marks in addition to those franchises and licenses already granted to other franchisees and subfranchisors. EXIT may develop and license other marks in conjunction with systems other than the EXIT System, on any terms and conditions EXIT deems advisable.
Source: Item 23 — RECEIPT (FDD pages 42–235)
What This Means (2025 FDD)
According to Exit's 2025 Franchise Disclosure Document, Exit retains sole and exclusive ownership of the Proprietary Marks. The franchisee receives a non-exclusive license to use these marks for operating their franchise, but this license is subject to the terms and conditions of the Franchise Agreement. The franchisee's right to use the Proprietary Marks is non-exclusive, meaning Exit can grant similar rights to others.
This means that while franchisees can use Exit's trademarks, service marks, logos, and other identifying symbols, they do not own them. The franchisee's use of these marks is strictly for operating the franchise as outlined in the agreement. Any goodwill generated through the franchisee's use of the Proprietary Marks benefits Exit exclusively.
Upon termination or expiration of the Franchise Agreement, the franchisee loses all rights to use the Proprietary Marks. They must immediately stop using the Exit System and remove any association with Exit to avoid confusion. This includes changing signs, telephone numbers, and any other identifying elements to distinguish their operations from Exit. The franchisee must also return all manuals, forms, and other materials related to the Exit System to the subfranchisor.