What rights does Fly To Fit have under the Intercompany License Agreement?
Fly_To_Fit Franchise · 2024 FDDAnswer from 2024 FDD Document
rights in a trademark.
Agreements
Tina Murphy, our Owner, owns the trademarks described in this Item. Under an Intercompany License Agreement between us and Tina Murphy, we have been granted the exclusive right to sublicense the trademarks to franchisees throughout the United States. The agreement is of perpetual duration. It may be modified only by mutual consent of the parties. It may be canceled by our affiliate only if (1) we materially misuse the trademarks and fail to correct the misuse, or (2) we discontinue commercial use of the trademarks for a continuous period of more than one year. The Intercompany License Agreement specifies that if it is ever terminated, your franchise rights will remain unaffected.
Protection of Rights
We protect your right to use the principal trademarks listed in this Item, and we protect you against claims of infringement or unfair competition arising out of your use of the trademarks, to the extent described in this section.
The franchise agreement obligates you to notify us of the use of, or claims of rights to, a trademark identical to or confusingly similar to a trademark licensed to you. The franchise agreement does not require us to take affirmative action when notified of these uses or claims. We
have the right to control any administrative proceedings or litigation involving a trademark licensed by us to you.
If you use our trademarks in accordance with the franchise agreement, then (i) we will defend you (at our expense) against any legal action by a third-party alleging infringement by your use of the trademark, and (ii) we will indemnify you for expenses and damages if the legal action is resolved unfavorably to you.
Under the franchise agreement, we may require you to modify or discontinue using a trademark, at your expense.
Source: Item 13 — TRADEMARKS (FDD pages 31–33)
What This Means (2024 FDD)
According to Fly To Fit's 2024 Franchise Disclosure Document, the Intercompany License Agreement grants Fly To Fit the exclusive right to sublicense its trademarks to franchisees throughout the United States. This agreement between Fly To Fit and Tina Murphy, the owner of the trademarks, is perpetual, meaning it has no set end date. Any modifications to the agreement require mutual consent from both parties, ensuring that neither party can unilaterally alter the terms.
Fly To Fit's ability to cancel the Intercompany License Agreement is limited. It can only be canceled if Fly To Fit materially misuses the trademarks and fails to correct the misuse, or if Fly To Fit discontinues commercial use of the trademarks for a continuous period of more than one year. Importantly, the agreement specifies that even if the Intercompany License Agreement is terminated, the franchisee's rights will remain unaffected, providing a level of security for franchisees.
Fly To Fit also has the right to control any administrative proceedings or litigation involving a trademark licensed to its franchisees. If a franchisee uses Fly To Fit's trademarks in accordance with the franchise agreement, Fly To Fit will defend the franchisee against any legal action by a third party alleging trademark infringement. Furthermore, Fly To Fit will indemnify the franchisee for expenses and damages if the legal action is resolved unfavorably to the franchisee. However, Fly To Fit retains the right to require franchisees to modify or discontinue using a trademark, at the franchisee's expense.