Are there any exceptions to the acknowledgement requirements in the Exit FDD receipt?
Exit Franchise · 2025 FDDAnswer from 2025 FDD Document
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.
Source: Item 23 — RECEIPT (FDD pages 42–235)
What This Means (2025 FDD)
Based on the 2025 Exit Franchise Disclosure Document, the franchisee acknowledges Exit's exclusive rights to the Proprietary Marks and the associated goodwill. This acknowledgement confirms that any goodwill resulting from the franchisee's use of these marks benefits Exit exclusively. Upon termination of the franchise agreement, no monetary value will be assigned to the franchisee's activities related to the Proprietary Marks.
The franchisee also agrees not to make any negative comments about Exit or its officers and directors. Furthermore, the franchisee cannot contest the validity or ownership of the Proprietary Marks, even after the agreement ends. This ensures that the franchisee supports and protects Exit's brand and reputation throughout the term of the agreement and beyond.
To maintain consistent standards and protect Exit's reputation, the franchisee must adopt any changes to the Proprietary Marks or Training Manuals as if they were part of the system at the time the agreement was signed. The franchisee also needs to get advance written approval from the subfranchisor for any trade name or logo that includes the franchisee's name or other identifying words. These requirements ensure uniformity and quality across the Exit franchise system.
Regarding confidential information, all information used or compiled by the Sales Representative is considered "Confidential Information," except Information which (i) was or becomes publicly known without disclosure by Sales Representative, or (ii) was or is acquired from a third party provided that the third party in providing the Information has not breached any agreement with, or acted in derogation of, any confidential relationship with EXIT [Trade Name] or EXIT.