What rights has FocalPoint International licensed to us regarding the Focalpoint Coaching trademarks?
Focalpoint_Coaching Franchise · 2025 FDDAnswer from 2025 FDD Document
ent limits FocalPoint International's right to use or license the Principal Mark.
Under an Amended and Restated License Agreement between FocalPoint International and us dated February 1, 2016, FocalPoint International has licensed us the right to use the Marks and to sublicense them to our franchise owners to use in operating FocalPoint Franchised Businesses and FocalPoint AR Businesses. The license agreement between FocalPoint International and us is for a term of 10 years and will automatically renew for additional 10 year terms after the expiration of the initial term unless FocalPoint International or we terminate the
license or the license agreement between Tracy and Fraser and FocalPoint International terminates. However, termination of the license agreement will not affect existing franchise agreements and/or area representative agreements. No other agreement limits our right to use or license the Marks.
You must follow our rules when you use the Marks, including giving proper notices of trademark and service mark registration and obtaining fictitious or assumed name registrations required by law. You may not use any Mark in your corporate or legal business name; with modifying words, terms, designs, or symbols (except for those we license to you); in selling any unauthorized services or products; or as part of any domain name, homepage, electronic address, or otherwise in connection with a Website.
There are no currently effective material determinations of the USPTO, the Trademark Trial and Appeal Board, the trademark administrator of any state, or any court, and no pending infringement, opposition, or cancellation proceedings or material litigation, involving the principal Marks. We do not actually know of either superior prior rights or infringing uses that could materially affect your use of the Marks in any state.
You must notify us immediately of any apparent infringement or challenge to your use of any Mark, or of any person's claim of any rights in any Mark, and you may not communicate with any person other than us, our attorneys, and your attorneys, regarding any infringement, challenge, or claim. We and FocalPoint International may take the action we deem appropriate (including no action) and control exclusively any litigation, USPTO proceeding, or other administrative proceeding arising from any infringement, challenge, or claim. You must assist us and FocalPoint International in protecting and maintaining our interests in any litigation or USPTO or other proceeding. We need not participate in your defense and/or indemnify you for damages or expenses in a proceeding involving the Marks. At our option, we and FocalPoint International may defend and/or control the defense of any proceeding arising from your use of any Mark.
If it becomes advisable at any time for us and/or you to modify or discontinue using any Mark and/or to use one or more additional or substitute trade or service marks, you must comply with our directions within a reasonable time after receiving notice. We need not reimburse you for your direct expenses of changing the Franchised Business' signs, for any loss of revenue due to any modified or discontinued Mark, any loss of goodwill associated with any modified or discontinued Mark, or for your expenses of promoting a modified or substitute trademark or service mark.
Item 14
PATENTS, COPYRIGHTS, AND PROPRIETARY INFORMATION
No patents or pending patent applications are material to the franchise. We and FocalPoint International claim copyrights in the Operations Manual (which contains our trade secrets), advertising and marketing materials, and similar items used in operating FocalPoint Franchised Businesses. Neither we nor FocalPoint International have registered these copyrights with the United States Registrar of Copyrights, but neither we nor FocalPoint International need
do so at this time to protect them. You may use these items only as we specify while operating your Franchised Business (and must stop using them if we so direct you).
There currently are no effective adverse determinations of the USPTO, the United States Copyright Office, or any court regarding the copyrighted materials. No agreement limits our right to use or allow others to use the copyrighted materials. We do not actually know of any infringing uses of our copyrights that could materially affect your use of the copyrighted materials in any state.
We need not protect or defend copyrights, although we intend to do so if in the system's best interests. We may control any action we choose to bring, even if you voluntarily bring the matter to our attention. We need not participate in your defense and/or indemnify you for damages or expenses in a proceeding involving a copyright.
Our Operations Manual and other materials contain our confidential information (some of which constitutes trade secrets under applicable law). This information includes training and operations materials; methods, formats, specifications, standards, systems, procedures, sales and marketing techniques, knowledge, and experience used in developing and operating FocalPoint Franchised Businesses; marketing and advertising programs for FocalPoint Franchised Businesses; any computer software or similar technology that is proprietary to us or the system; knowledge of specifications for and suppliers of Operating Assets, Proprietary Products, and other products and supplies; knowledge of the operating results and financial performance of FocalPoint Franchised Businesses other than your Franchised Business; and graphic designs and related intellectual property.
All ideas, concepts, techniques, or materials concerning a FocalPoint Franchised Business, whether or not protectable intellectual property and whether created by or for you or your owners or employees, must be promptly disclosed to us and will be deemed to be our sole and exclusive property, part of the system, and works made-for-hire for us. To the extent any item does not qualify as a "work made-for-hire" for us, you assign ownership of that item, and all related rights to that item, to us and must take whatever action (including signing assignment or other documents) we request to show our ownership or to help us obtain intellectual property rights in the item.
You may not use our confidential information in an unauthorized manner. You must take reasonable steps to prevent its improper disclosure to others.
Source: Item 13 — Trademarks (FDD pages 38–40)
What This Means (2025 FDD)
According to Focalpoint Coaching's 2025 Franchise Disclosure Document, FocalPoint International licenses the right to use the Marks and sublicense them to franchise owners for operating FocalPoint Franchised Businesses and FocalPoint AR Businesses. This license is established under an Amended and Restated License Agreement dated February 1, 2016, and is valid for an initial term of 10 years, with automatic renewal for additional 10-year terms unless terminated by either party or if the license agreement between Tracy and Fraser and FocalPoint International is terminated. However, the termination of the license agreement will not affect existing franchise agreements and/or area representative agreements.
The FDD specifies certain restrictions on trademark usage. Franchisees cannot use any Mark in their corporate or legal business name, or with unauthorized modifications. They are also prohibited from using the Marks in selling unauthorized services or products, or as part of any domain name, homepage, electronic address, or in connection with a Website. Franchisees must adhere to Focalpoint Coaching's rules for using the Marks, including providing proper trademark and service mark registration notices and obtaining any fictitious or assumed name registrations required by law.
If there is any apparent infringement or challenge to the use of any Mark, the franchisee must immediately notify Focalpoint Coaching. The franchisee is not allowed to communicate with anyone other than Focalpoint Coaching, its attorneys, and their own attorneys regarding any infringement, challenge, or claim. FocalPoint International controls any litigation, USPTO proceeding, or other administrative proceeding arising from any infringement, challenge, or claim. The franchisee is obligated to assist Focalpoint Coaching and FocalPoint International in protecting and maintaining their interests in any related legal proceedings.
Focalpoint Coaching does not have to reimburse franchisees for expenses if modifications or discontinuation of any Mark becomes necessary. This includes costs related to changing business signs, loss of revenue, loss of goodwill, or expenses of promoting a modified or substitute trademark or service mark. The Principal Mark is owned by Brian Tracy and Campbell Fraser, who granted FocalPoint International an exclusive, transferable license to use and sublicense the Principal Mark. If the license agreement between Tracy and Fraser and FocalPoint International terminates or expires, FocalPoint International's license will terminate, and FocalPoint Franchised Business franchise owners and FocalPoint AR Business franchise owners will no longer have the right to use the Principal Mark and related FocalPoint materials and intellectual property.