Does the Healthsource Chiropractic Franchise Agreement confer any goodwill or other interests in the Marks upon the franchisee?
Healthsource_Chiropractic Franchise · 2025 FDDAnswer from 2025 FDD Document
Your right to use the Marks is derived solely from your Franchise Agreement, and is limited to your conduct of business in compliance with the Franchise Agreement and all applicable specifications, standards, and operating procedures we prescribe during the term of your franchise, including, without limitation, timely payment of the Initial Franchise Fee, Continuing Franchise Fees, Advertising Fees, and all other sums due to us. Any unauthorized use of the Marks by you will constitute an infringement of our rights in and to the Marks. Your use of the Marks and any goodwill established by them will be for our exclusive benefit, and your Franchise Agreement does not confer any goodwill or other interests in the Marks upon you. All provisions of your Franchise Agreement applicable to the Marks will apply to any additional proprietary trade and service marks and commercial symbols authorized for use by, and licensed to you under, your Franchise Agreement. You may not at any time during or after the term of your franchise contest, or assist any other person in contesting, the validity or ownership of any of the Marks.
Source: Item 13 — Trademarks (FDD pages 47–50)
What This Means (2025 FDD)
According to the 2025 Healthsource Chiropractic Franchise Disclosure Document, the franchise agreement does not confer any goodwill or other interests in the marks to the franchisee. The franchisee's right to use the Healthsource Chiropractic marks is solely derived from the Franchise Agreement. This right is specifically limited to conducting business in compliance with the Franchise Agreement and all specifications, standards, and operating procedures prescribed by Healthsource Chiropractic during the term of the franchise. This includes the timely payment of the Initial Franchise Fee, Continuing Franchise Fees, Advertising Fees, and all other sums due to Healthsource Chiropractic. Any unauthorized use of the marks constitutes an infringement of Healthsource Chiropractic's rights.
The FDD emphasizes that the use of the marks and any goodwill established by them will be for the exclusive benefit of Healthsource Chiropractic. Therefore, franchisees do not gain any ownership or proprietary rights in the Healthsource Chiropractic trademarks or the goodwill associated with them. This is a common practice in franchising, where the franchisor retains ownership and control over its brand and trademarks to ensure consistency and quality across all franchise locations.
Furthermore, the franchisee cannot contest the validity or ownership of the marks at any time during or after the term of the franchise. All provisions of the Franchise Agreement applicable to the marks also apply to any additional proprietary trade and service marks and commercial symbols authorized for use by, and licensed to the franchisee under, the Franchise Agreement. This ensures that all branding elements associated with the Healthsource Chiropractic franchise remain under the control of the franchisor.