What do the 'Marks' refer to in the Fly To Fit franchise agreement?
Fly_To_Fit Franchise · 2024 FDDAnswer from 2024 FDD Document
ARTICLE 12. MARKS
- 12.1 Authorized Marks. Franchisee shall use no trademarks, service marks or logos in connection with the Business other than the Marks. Franchisee shall use all Marks specified by Fly To Fit Franchise, and only in the manner as Fly To Fit Franchise may require. Franchisee has no rights in the Marks other than the right to use them in the operation of the Business in compliance with this Agreement. All use of the Marks by Franchisee and any goodwill associated with the Marks, including any goodwill arising due to Franchisee's operation of the Business, will inure to the exclusive benefit of Fly To Fit Franchise.
- 12.2 Change of Marks. Fly To Fit Franchise may add, modify, or discontinue any Marks to be used under the System. Within a reasonable time after Fly To Fit Franchise makes any such change, Franchisee must comply with the change, at Franchisee's expense.
12.3 Infringement.
Source: Item 22 — CONTRACTS (FDD page 44)
What This Means (2024 FDD)
According to Fly To Fit's 2024 Franchise Disclosure Document, the 'Marks' refer to the trademarks, service marks, and logos that franchisees are authorized to use in connection with their Fly To Fit business. The franchise agreement specifies that franchisees can only use the Marks designated by Fly To Fit and in the manner prescribed by Fly To Fit. Franchisees do not gain any ownership rights to the Marks, only the right to use them while operating their Fly To Fit franchise in accordance with the franchise agreement. All goodwill associated with the Marks, including any goodwill arising from the franchisee's operation of the business, accrues exclusively to Fly To Fit.
Fly To Fit retains the right to modify or discontinue any of the Marks used within the System. Franchisees are obligated to comply with these changes at their own expense within a reasonable time frame after Fly To Fit implements them. This means a franchisee may need to update signage, marketing materials, and other branded items to reflect the new Marks.
The franchise agreement also addresses infringement issues related to the Marks. If a franchisee uses the Marks in accordance with the agreement and faces a third-party claim of infringement, Fly To Fit will defend the franchisee and indemnify them for expenses and damages if the action is resolved unfavorably. Franchisees must promptly notify Fly To Fit of any potential infringement of the Marks by a third party, and Fly To Fit has the exclusive right to control any legal action related to infringement of the Marks. Furthermore, franchisees are prohibited from using "Fly To Fit" or any confusingly similar words in their legal entity name. Upon termination or expiration of the franchise agreement, franchisees must remove all Marks from the location within 30 days at their own expense.