Under what section of the Healthsource Chiropractic agreement is ownership and goodwill of marks discussed?
Healthsource_Chiropractic Franchise · 2025 FDDAnswer from 2025 FDD Document
[Item 23: Receipts]
- 6.7 Application of Payments; No Set-Off. When we receive a payment from you, we have the right in our sole discretion to apply it as we see fit to any past due indebtedness of yours due to us or our affiliates, whether for Continuing Franchise Fees, Advertising Fees, purchases, interest, or for any other reason, regardless of how you may designate a particular payment should be applied. You may not, on grounds of alleged non-performance by HealthSource Chiropractic of its obligations under this Agreement, withhold payment of Continuing Franchise Fees and/or any other amounts due to HealthSource Chiropractic and/or its related parties or affiliates.
- 6.8 Modification of Payments. If, by operation of law or otherwise, any fees contemplated by this Agreement cannot be based upon gross revenues, then you and we agree to negotiate in good faith an alternative fee arrangement. If you and we are unable to reach an agreement on an alternative fee arrangement, then HealthSource Chiropractic reserves the right to terminate this Agreement upon notice to you, in which case all of the post-termination obligations set forth in Section 16 shall apply.
7. MARKS; COPYRIGHTED WORKS.
7.1 Ownership and Goodwill of Marks
a. You acknowledge that your right to use the Marks is derived solely from this Agreement, and is limited to your operation of the Franchise pursuant to and in compliance with this Agreement and all applicable standards, specifications, and operating procedures we prescribe from time to time during the Term of this Agreement, including, without limitation, timely payment of the Initial Franchise Fee, Continuing Franchise Fees, Advertising Fees, and all other sums due to us.
b. You understand and acknowledge that our right to regulate the use of the Marks includes, without limitation, any use of the Marks in any form of electronic media, such as Websites or web pages, or as a domain name or electronic media identifier.
c.
If you make any unauthorized use of the Marks either during or after the Term of this Agreement, it will constitute a breach of this Agreement and an infringement of our rights in and to the Marks.
- d.
Source: Item 23 — Receipts (FDD pages 77–282)
What This Means (2025 FDD)
According to Healthsource Chiropractic's 2025 Franchise Disclosure Document, the ownership and goodwill of marks are discussed under Section 7.1 of the franchise agreement. This section clarifies that the franchisee's right to use Healthsource Chiropractic's marks is solely derived from the franchise agreement. This right is specifically limited to operating the franchise in compliance with all standards, specifications, and operating procedures set by Healthsource Chiropractic.
The agreement emphasizes that franchisees must make timely payments of the Initial Franchise Fee, Continuing Franchise Fees, Advertising Fees, and all other sums due to Healthsource Chiropractic to maintain their right to use the marks. Furthermore, Healthsource Chiropractic retains the right to regulate the use of its marks, including their use in any form of electronic media, such as websites or as a domain name.
This section underscores that any unauthorized use of the marks during or after the term of the agreement constitutes a breach of contract and an infringement of Healthsource Chiropractic's rights. All goodwill established through the franchisee's use of the marks inures exclusively to the benefit of Healthsource Chiropractic and its affiliates, meaning the franchisee does not gain any ownership or independent rights to the marks beyond the scope of the franchise agreement.