What are the mutual obligations to protect a franchisee's rights to use Fly Fitness's copyrights?
Fly_Fitness Franchise · 2024 FDDAnswer from 2024 FDD Document
Our mutual obligations to protect your rights to use our copyrights are the same as the obligations for Trademarks described in Item 13 of this disclosure document.
During the term of the Franchise Agreement, you may have access to and become acquainted with our trade secrets, including, but not limited to, methods, formulas, processes, customer lists, vendor partnerships and/or relationships, sales and technical information, costs, product prices and names, software tools and applications, website and/or email design, products, services, equipment, technologies and procedures relating to the operation of your Fly Fitness outlet; systems of operation, services, programs, products, procedures, policies, standards, techniques, requirements and specifications which are part of the System; the Operations Manual; methods of advertising and promotion; instructional materials; marketing plans, business methods, research, development or know-how, any other information which we may or may not specifically designate as "confidential" or "proprietary", and the components of our System whether or not such information is protected or protectable by patent, copyright, trade secret or other proprietary rights (collectively called the "Confidential Information"). You agree that you will take all reasonable measures to maintain the confidentiality of all Confidential Information in your possession or control and that all such Confidential Information and trade secrets shall remain our exclusive property. You may never (during the Initial Term, any Renewal Term, or after the Franchise Agreement expires or is terminated) reveal any of our confidential information to another person or use it for any other person or business. You may not copy any of our Confidential Information or give it to a third party except as we authorize in writing to you prior to any dissemination. Your personnel who have access to our Confidential Information must sign our Confidentiality/Non-Competition Agreement (Franchise Agreement, Attachment 8).
You must promptly tell us when you learn about unauthorized use of any Confidential Information. We are not obligated to take any action but will respond to this information as we think appropriate.
We will indemnify you for losses brought by a third party concerning your use, in strict compliance with the Franchise Agreement, of the Confidential Information.
Source: Item 14 — PATENTS, COPYRIGHTS AND PROPRIETARY INFORMATION (FDD pages 32–33)
What This Means (2024 FDD)
According to Fly Fitness's 2024 Franchise Disclosure Document, the mutual obligations to protect a franchisee's rights to use its copyrights are the same as the obligations for trademarks, as described in Item 13 of the FDD. During the franchise term, the franchisee may access Fly Fitness's trade secrets and confidential information, which they must keep confidential. The franchisee must inform Fly Fitness of any unauthorized use of confidential information, but Fly Fitness is not obligated to take any action. Fly Fitness will indemnify the franchisee for losses from third-party claims related to the franchisee's use of confidential information, provided the franchisee strictly complies with the Franchise Agreement.
The franchisee cannot take actions that would undermine Fly Fitness's rights to its intellectual property. All goodwill from the franchisee's use of Fly Fitness's intellectual property benefits Fly Fitness. The franchisee must notify Fly Fitness immediately of any apparent infringement or challenges to the use of intellectual property. The franchisee must only communicate with Fly Fitness regarding any infringement, challenge, or claim. Fly Fitness has the discretion to take action regarding infringements and can control settlements or litigation related to intellectual property.
The franchisee must execute documents and provide assistance to protect Fly Fitness's interests in litigation or proceedings related to intellectual property. The franchisee must advertise the franchised business only under the mark "Fly Fitness" unless otherwise authorized. The franchisee cannot use the marks as part of their legal name, and all fictitious names must include "a franchisee of Fly Fitness Franchise, L.L.C." The franchisee must identify themselves as an independent Fly Fitness franchisee in conjunction with any use of intellectual property on invoices, order forms, receipts, and contracts. Any item with Fly Fitness's marks must be approved by Fly Fitness before distribution or sale.
Upon termination of the Franchise Agreement, the franchisee must cease operating the franchised business and cannot identify themselves as a Fly Fitness franchisee. They must stop using Fly Fitness's marks, copyrighted material, and confidential information. The franchisee must also cancel any assumed name registrations containing Fly Fitness's marks. These measures ensure Fly Fitness maintains control over its brand and intellectual property while granting franchisees a limited license to operate under its established system.