What sections of the Face Foundrie Franchise Agreement cover trademarks and proprietary information?
Face_Foundrie Franchise · 2025 FDDAnswer from 2025 FDD Document
[Item 13: TRADEMARKS]
We have filed or intend to file all required affidavits and renewals for the principal Marks. There are no currently effective determinations of the USPTO, Trademark Trial and Appeal Board, the Trademark Administrator of any state, or any court; nor is there any pending infringement, opposition or cancellation proceedings, or material litigation, involving the Marks listed above. Other than as described in this Disclosure Document, we do not know of any superior rights or infringing uses that could materially affect your use of the Marks. No agreement limits our rights to use or allow franchisees to use the Marks.
On July 16, 2019, we signed an agreement with The Foundry Group LLC which operates a salon under the name FOUNDRY in New Braunfels, Texas, that allows us to register and use, and license others to use, the mark FACE FOUNDRIÉ without restriction.
You must follow the Franchise Agreement, the Operations Manual and our specifications and directives when you use the Marks. The Marks are the only marks you may use to identify the Facial Bar. You may not use any Marks as part of any corporate or trade name or as part of any domain name or electronic address you maintain on the Internet, the worldwide web, or any other similar proprietary or common carrier electronic delivery system unless we expressly authorize you to do so in writing. You may not use the Marks in connection with the sale of an unauthorized product or service or in a manner not authorized in writing by us. Your use of the Marks and any goodwill is to our exclusive benefit and you retain no rights in the Marks other than a license to use the Marks during the term of the Franchise Agreement. You are not permitted to make any changes of any kind in or to the use of the Marks unless we permit.
You must notify us immediately when you learn about an infringement of or challenge to your use of a Mark. We will take the action we think appropriate. We have the right to exclusively control any litigation, USPTO proceeding, or other proceeding arising out of any infringement, challenge or claim or otherwise relating to any Mark. [Item 14: PATENTS, COPYRIGHTS, AND PROPRIETARY INFORMATION]
We may claim copyright protection in certain techniques we create, and may patent certain processes and equipment we develop. If we do, we will notify you and, if the copyrights and patents are material to your obligations under the Franchise Agreement, we will authorize you to use them at no additional charge. Any modifications or improvements that you make to the System, including ideas, concepts, methods or techniques, will be deemed works made for hire which shall be owned exclusively by us. We do not have to compensate you for your modifications or improvements. You must sign whatever documents we request to evidence our ownership or to assist us in securing intellectual property rights in such ideas, concepts, methods or techniques. All rights, title, and interest in advertising and promotional materials that you develop or prepare (or that are prepared by someone on your behalf) or that bear any Marks will belong to us. You must sign any documents we reasonably deem necessary to evidence our right, title, and interest in and to any advertising and promotional materials. We will have the right to use these materials and to provide them to other franchisees and marketing funds and programs of the System, without compensation to you, regardless of how the materials were developed. Additionally, we may periodically require that you sign a license agreement for the use of proprietary materials that we provide to you.
Confidential Information
Except for the purpose of operating a Facial Bar under a Franchise Agreement, you may not communicate, disclose, or use for any person's benefit any of the confidential information, knowledge, or know-how concerning the development and operation of the Facial Bar that may be communicated to you or that you may learn by virtue of your operation of a Facial Bar. Our Operations Manuals are confidential information. If any confidential information, knowledge, or know-how constitutes a trade secret under applicable law, these restrictions will continue if and for so long as the confidential information, knowledge, or know-how is considered a trade secret. You may divulge confidential information only to those of your employees who must have access to it to operate the Facial Bar. Any information, knowledge, know-how, and techniques that we designate as confidential will be deemed "confidential" for purposes of the Franchise Agreement. However, this will not include information that you can show came to your attention before we disclosed it to you; or that at any time became a part of the public domain through publication or communication by others having the right to do so.
[Item 13: TRADEMARKS]
ITEM 13. TRADEMARKS
Under the Franchise Agreement, we grant you the non-exclusive right to operate your Facial Bar under the name "FACE FOUNDRIÉ" and to use the other Marks we authorize you to use. The table below lists the principal Marks that you may use with your franchise.
The Marks are owned by our parent, 2F Holdings L.L.C., and are licensed exclusively to us. 2F Holdings L.L.C. has granted us an exclusive license ("Trademark License") to use the Marks to franchise the System in the United States. The Trademark License, which was originally between us and our former parent, Face Foundrié LLC, but was assigned to 2F Holdings L.L.C. on February 20, 2025, is for 10 years and began on April 14, 2020. It will automatically renew for subsequent 10-year periods provided we are not in default or do not materially breach the Trademark License by engaging in any activity which damages the Marks or the goodwill of the System. If the Trademark License is terminated, 2F Holdings L.L.C. has agreed to license the Marks directly to our franchisees until such time as each franchise agreement expires or is otherwise terminated.
2F Holdings L.L.C. has registrations for the following Marks on the Principal Register of the United States Patent and Trademark Office ("USPTO"):
[Item 22: CONTRACTS]
6.01 Initial Franchise Fee. Upon the execution of this Agreement, Franchisee shall pay to Franchisor an initial franchise fee in an amount set forth on Exhibit A (the "Initial Franchise Fee"). Franchisee acknowledges and agrees that the Initial Franchise Fee is paid as consideration for Franchisor granting Franchisee the right to develop, open and operate the Facial Bar using the Marks and the System, that the Initial Franchise Fee is fully earned by Franchisor at the time this Agreement is executed, and that the Initial Franchise Fee shall not be refundable for any reason.
Source: Item 9 — FRANCHISEE'S OBLIGATIONS (FDD pages 31–32)
What This Means (2025 FDD)
According to Face Foundrie's 2025 Franchise Disclosure Document, Item 13, titled "Trademarks," and Item 14, titled "Patents, Copyrights, and Proprietary Information," of the Franchise Agreement, address trademarks and proprietary information. Item 22, titled "Contracts" also references trademarks and the Face Foundrie system. These sections outline the franchisee's rights and restrictions regarding the use of Face Foundrie's trademarks, as well as the protection and ownership of proprietary information and intellectual property.
Item 13 details the non-exclusive right granted to the franchisee to operate under the "FACE FOUNDRIÉ" name and use authorized marks. It also states that the marks are owned by 2F Holdings L.L.C. and licensed to Face Foundrie. This section also specifies the franchisee's obligations in using the marks according to the Franchise Agreement, Operations Manual, and Face Foundrie's directives. The franchisee cannot use the marks in unauthorized ways or in connection with unauthorized products or services.
Item 14 covers Face Foundrie's potential copyright protection for certain techniques and patents for processes and equipment. It states that any modifications or improvements made to the system by the franchisee become the exclusive property of Face Foundrie. This section also addresses confidential information, knowledge, and know-how related to the Facial Bar's development and operation, restricting franchisees from disclosing or using such information outside the scope of operating the franchise. The Operations Manual is explicitly identified as confidential information. Item 22 also references the System and Marks, and states that the initial franchise fee grants the franchisee the right to operate the Facial Bar using the Marks and the System.