Who owns the intellectual property rights for the Fitstop franchise system?
Fitstop Franchise · 2024 FDDAnswer from 2024 FDD Document
TS, AND PROPRIETARY INFORMATION
We do not own any registered patents or pending patent applications that are material to the franchise. We and our affiliate (Fitstop IP Pty Limited a/k/a TM Owner) do claim common law copyright and trade secret protection for several aspects of the franchise System including our Manuals, training materials, advertising, and business materials. TM Owner owns such intellectual property rights and, similar to the Proprietary Marks, licenses this intellectual property to us.
There are no current determinations, proceedings or litigation involving any of our copyrighted materials. If you learn that any unauthorized third party is using any of our copyrighted materials, we request that you notify us of such unauthorized use. We may revise our System and any of our copyrighted materials in our
discretion, and may require that you cease using any outdated copyrighted material. You will be responsible for printing any revised or new advertising, marketing or other business materials.
During the term of the Franchise Agreement, you will receive information which we consider trade secrets and confidential information. You may not, during the term of the Franchise Agreement or any time after that, communicate, divulge, or use for the benefit of any other person, partnership, association, corporation, or limited liability company any of these trade secrets, copyrighted materials, methods and other techniques and know-how concerning the operation of the Franchised Business (the "Confidential Information"). You may divulge such Confidential Information only to your employees who must have access to it in order to fulfil their employment obligations.
You must require your Designated Manager and any personnel having access to any of our Confidential Information to sign our then-current form of Confidentiality and Non-Competition Agreement set forth in our then-current Manuals or form of franchise agreement, where these individuals agree that they will maintain the confidentiality of information they receive in connection with their employment and restrict their right to work for a competitor while they are employed by you. This confidentiality agreement, which will be in a form that we prescribe, will identify us as a third-party beneficiary to the agreement and will give us independent enforcement rights.
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.
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, Fitstop IP Pty Limited, also known as TM Owner, owns the intellectual property rights related to the Fitstop franchise system. While Fitstop itself claims common law copyright and trade secret protection for aspects like manuals, training materials, advertising, and business materials, it licenses these rights from TM Owner. Fitstop does not own any registered patents or pending patent applications that are material to the franchise.
This means that while Fitstop franchisees are granted the right to use the intellectual property necessary to operate their Fitstop franchise, they do not own the underlying rights to this intellectual property. TM Owner retains ownership and control. Fitstop retains the right to revise its system and copyrighted materials, and franchisees must comply with any requirements to cease using outdated materials, bearing the costs of new advertising or marketing materials.
Furthermore, any new concepts, processes, or improvements developed by a Fitstop franchisee or their employees during the operation of the franchise become the sole property of Fitstop. The franchisee must notify Fitstop of such developments and provide all necessary information without compensation. Fitstop will own all patents, trademarks, copyrights, and other intellectual property rights related to these new concepts. Franchisees are required to assign any rights they may have or acquire in these new concepts to Fitstop and assist Fitstop in obtaining and enforcing intellectual property rights.
During the franchise term and afterward, franchisees must maintain the confidentiality of trade secrets and confidential information related to the Fitstop business. This includes systems, processes, procedures, software, databases, logos, manuals, advertising information, and promotional materials. Franchisees can only share this information with employees who need it to fulfill their job duties and must ensure these employees sign a confidentiality agreement that benefits Fitstop.