Does the Face Foundrie franchise agreement confer any goodwill or other interests in the Marks to the franchisee?
Face_Foundrie Franchise · 2025 FDDAnswer from 2025 FDD Document
5.01 Ownership of the Marks. Franchisee acknowledges that Franchisor and its Affiliates own all right, title and interest in and to the Marks. Franchisee's right to use the Marks is derived solely from this Agreement and is limited to conducting a facial bar business at or in connection with the Facial Bar pursuant to and in compliance with this Agreement. Franchisee's unauthorized use of any of the Marks constitutes a breach of this Agreement and an infringement of Franchisor's and its Affiliates' rights to the Marks. This Agreement does not confer on Franchisee any goodwill or other interests in the Marks. Franchisee's use of the Marks and any goodwill established thereby inures to the exclusive benefit of Franchisor and its Affiliates. All
provisions of this Agreement applicable to the Marks apply to any additional or substitute trademarks, service marks and trade dress Franchisor authorizes Franchisee to use. Franchisee agrees not to, at any time during or after the Term, contest, or assist any other Person in contesting, the validity or ownership of any of the Marks.
Source: Item 22 — CONTRACTS (FDD pages 73–74)
What This Means (2025 FDD)
According to Face Foundrie's 2025 Franchise Disclosure Document, the franchise agreement does not confer any goodwill or other interests in the Marks to the franchisee. The agreement explicitly states that Face Foundrie and its affiliates retain ownership of all rights, titles, and interests in the Marks. The franchisee's right to use the Marks is solely derived from the franchise agreement and is limited to operating a facial bar business in compliance with the agreement.
Any unauthorized use of the Marks by the franchisee constitutes a breach of the agreement and an infringement of Face Foundrie's rights. Furthermore, the agreement specifies that the franchisee's use of the Marks and any goodwill established through that use benefits Face Foundrie and its affiliates exclusively. This means that while a franchisee may build a successful business using the Face Foundrie name, the brand equity and recognition ultimately belong to the franchisor.
This is a common arrangement in franchising, as it allows the franchisor to maintain control over its brand and ensure consistency across all franchise locations. It also protects the franchisor's investment in developing the brand and prevents franchisees from claiming ownership of the brand's reputation. Upon termination of the franchise agreement, the franchisee must discontinue all use of the Marks, and the goodwill associated with the Marks remains with Face Foundrie.