What is Fitstop appointed as regarding the execution and filing of documentation for intellectual property rights?
Fitstop Franchise · 2024 FDDAnswer from 2024 FDD Document
The Franchise Agreement provides that if you, your employees, or principals develop any new concept, process or improvement in the operation or promotion of any System Business, you will promptly notify us and provide us with all necessary related information, without compensation. Any new concept, process or improvement will become our sole property and we will be the sole owner of all patents, patent applications, trademarks, copyrights and other intellectual property rights related to such new concepts. You and your principals will assign to us any rights you may have or acquire in new concepts you or your employees develop, including the right to modify such concept, process or improvement, and otherwise will waive and/or release all rights of restraint and moral rights to any new concepts you or your employees develop. You and your principals agree to assist us in obtaining and enforcing the intellectual property rights to any such concept, process or improvement in any and all countries and further agree to execute and provide us with all necessary documentation for obtaining and enforcing such rights. You and your principals will irrevocably designate and appoint us as your agent and attorney-in-fact to execute and file any such documentation and to do all other lawful acts to further the prosecution and issuance of patents or other intellectual property rights related to any such concept, process or improvement. In the event that these provisions in the Franchise Agreement are found to be invalid or otherwise unenforceable, you and your principals will grant to us a worldwide, perpetual, non-exclusive, fully-paid license to use and sublicense the use of the concept, process or improvement to the extent such use or sublicense would, absent the Franchise Agreement, directly or indirectly infringe on your rights to the new concepts.
Source: Item 14 — PATENTS, COPYRIGHTS, AND PROPRIETARY INFORMATION (FDD pages 38–40)
What This Means (2024 FDD)
According to Fitstop's 2024 Franchise Disclosure Document, if a franchisee, their employees, or principals develop any new concept, process, or improvement related to the Fitstop system, they must promptly inform Fitstop and provide all necessary information without compensation. These new developments become the sole property of Fitstop, which will own all related intellectual property rights, including patents, trademarks, and copyrights.
To ensure Fitstop can secure these rights, the franchisee and their principals must assign any rights they have or acquire in these new concepts to Fitstop. This includes the right to modify the concept and waiving any restraint or moral rights. Furthermore, the franchisee and their principals agree to assist Fitstop in obtaining and enforcing intellectual property rights in any country and must provide all necessary documentation for this purpose.
Specifically, the Franchise Agreement states that the franchisee and their principals irrevocably designate and appoint Fitstop as their agent and attorney-in-fact. This appointment empowers Fitstop to execute and file any documentation and perform all lawful acts necessary to pursue and secure patents or other intellectual property rights related to any new concept, process, or improvement. This ensures Fitstop has the legal authority to protect any advancements made to the Fitstop system by its franchisees.
In the event that these provisions are deemed invalid or unenforceable, the franchisee and their principals will grant Fitstop a worldwide, perpetual, non-exclusive, fully-paid license to use and sublicense the concept, process, or improvement. This license applies to the extent that such use or sublicense would, without the Franchise Agreement, infringe on the franchisee's rights to the new concepts. This clause serves as a safeguard to ensure Fitstop can still benefit from franchisee innovations even if the initial assignment provisions are challenged.