What is the definition of 'Intellectual Property' in the Fly Fitness franchise agreement?
Fly_Fitness Franchise · 2024 FDDAnswer from 2024 FDD Document
14.1 Ownership.
- 14.1.1. Franchisee expressly understands and acknowledges that Fly A Fitness Revolution, LLC, or its successor, ("Licensor") is the record owner of the Marks. Franchisor holds the exclusive right to license the Marks to franchisees of the System for use pursuant to the System. Franchisee further expressly understands and acknowledges that Franchisor claims copyrights on certain written material used in the System, including but not limited to, forms, advertisements, promotional materials, photographs, social media content, the Website, and the Manual, whether or not Franchisor has filed for copyrights thereto with the U.S. Copyright Office. The Marks and copyrights are hereafter together referred to as the "Intellectual Property".
- 14.1.2. As between Franchisor and Franchisee, Licensor and Franchisor are the owner of all right, title and interest in and to the Intellectual Property and the goodwill associated with and symbolized by them.
- 14.2.
No Interference.
Neither Franchisee nor any Principal shall take any action that would prejudice or interfere with the validity of Franchisor's or Licensor's rights with respect to the Intellectual Property.
Nothing in this Agreement shall give the Franchisee any right, title, or interest in or to any of the Intellectual Property or any of Franchisor's or Licensor's service marks, trademarks, trade names, trade dress, logos, copyrights or proprietary materials, except the right to use the Intellectual Property and the System in accordance with the terms and conditions of this Agreement for the operation of a Franchised Business and only at or from the Franchised Business location or in approved advertising related to the Franchised Business.
- 14.3.
Goodwill.
Franchisee understands and agrees that any and all goodwill arising from Franchisee's use of the Intellectual Property and the System shall inure solely and exclusively to the benefit of Franchisor and Licensor, and upon expiration or termination of this Agreement and the license herein granted, no monetary amount shall be assigned as attributable to any goodwill associated with Franchisee's use of the Intellectual Property.
Source: Item 22 — CONTRACTS (FDD pages 44–45)
What This Means (2024 FDD)
According to Fly Fitness's 2024 Franchise Disclosure Document, the Intellectual Property is defined within the franchise agreement. Specifically, Fly Fitness claims copyrights on certain written material used in the System, including but not limited to, forms, advertisements, promotional materials, photographs, social media content, the Website, and the Manual, whether or not Fly Fitness has filed for copyrights thereto with the U.S. Copyright Office. The Marks and copyrights are together referred to as the 'Intellectual Property'.
Fly Fitness retains ownership of all rights, titles, and interests in the Intellectual Property, including the goodwill associated with it. The franchisee's rights are limited to using the Intellectual Property and the System according to the franchise agreement for operating the Franchised Business. This use is restricted to the Franchised Business location or approved advertising related to the Franchised Business.
As a Fly Fitness franchisee, it's crucial to understand that any goodwill generated from using the Intellectual Property benefits Fly Fitness. Upon termination or expiration of the franchise agreement, no monetary value will be assigned to any goodwill associated with the franchisee's use of the Intellectual Property. Unauthorized use of the Intellectual Property by the franchisee constitutes an infringement of Fly Fitness's rights and a material breach of the agreement.