Who becomes the sole owner of any new concept, process, or improvement developed by a Fitstop franchisee?
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, any new concept, process, or improvement developed by a franchisee, their employees, or principals in the operation or promotion of the System Business automatically becomes the sole property of Fitstop. The franchisee is required to promptly notify Fitstop and provide all necessary related information without any compensation.
This means Fitstop will be the sole owner of all patents, patent applications, trademarks, copyrights, and other intellectual property rights related to these new concepts. Franchisees and their principals must assign any rights they have or acquire in these new concepts to Fitstop, including the right to modify them. They also waive all rights of restraint and moral rights to any new concepts developed by them or their employees.
Furthermore, franchisees and their principals agree to assist Fitstop in obtaining and enforcing intellectual property rights to any such concept, process, or improvement in any and all countries. They must also execute and provide all necessary documentation for obtaining and enforcing such rights. Fitstop is irrevocably designated and appointed as the 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.
In the event that these provisions are found to be invalid or unenforceable, the franchisee and their principals will grant Fitstop a worldwide, perpetual, non-exclusive, fully-paid license to use and sublicense the use of the concept, process, or improvement. This license applies to the extent that such use or sublicense would, absent the Franchise Agreement, directly or indirectly infringe on the franchisee's rights to the new concepts.