What is considered 'Intellectual Property' for an Itan franchise?
Itan Franchise · 2025 FDDAnswer from 2025 FDD Document
oss Sales. The Manual may also provide details on the calculation of Gross Sales relating to membership fees and qualifying purchases and redemptions by members under a loyalty or membership program.
- "Improvement" means any idea, addition, modification or improvement to the (a) goods or services offered or sold at a Salon, (b) method of operation of a Salon, (c) processes, systems or procedures utilized by a Salon, (d) marketing, advertising or promotional materials, programs or strategies utilized by a Salon or (e) trademarks, service marks, logos or other intellectual property utilized by a Salon, whether developed by you, your Owners, your employees or any other Person.
- "Indemnified Parties" means and includes us and each of our past, present and future owners, members, officers, directors, employees and agents, as well as our parents, subsidiaries and affiliates, and each of their past, present and future owners, members, officers, directors, employees and agents.
- "Intellectual Property" means, collectively or individually, the Business Data, Copyrighted Materials, Improvements, Know-how, Marks and System.
- "Interim Manager" means a Person we designate to temporarily manage your Salon under the circumstances described in §8.4.
- "Interim Term" means a month-to-month extension of the Term under the circumstances described in §4.3.
- "IP Dispute" means any: (a) actual or suspected infringement of the Intellectual Property; (b) challenge to your use of the Intellectual Property; or (c) claim by any Person, other than us or our affiliate, of any rights in or to the Intellectual Property.
- "Know-how" means and includes our (and our affiliates') trade secrets and other proprietary information relating to the design, construction, development, marketing or operation of a Salon including, but not limited to: architectural plans, drawings and specifications for a prototype Salon; site selection criteria; menu systems; methods and techniques; standards and specifications; policies and procedures; supplier lists and information; marketing strategies; merchandising strategies; financial information; and information comprising the System or included in the Manual.
- "Law" means and includes all laws, judgments, decrees, orders, rules, regulations, ordinances, advisory opinions or official legal interpretations of any Governmental Authority.
- "Local Marketing Commitment" means the minimum amount of money you must spend each month on local advertising and marketing to promote your Salon in accordance with §10.3(b).
- "Losses and Expenses" means and includes any of the following: compensatory, exemplary and punitive damages; fines and penalties; attorneys' fees; experts' fees;
Source: Item 23 — RECEIPT (FDD pages 44–190)
What This Means (2025 FDD)
According to Itan's 2025 Franchise Disclosure Document, Intellectual Property collectively or individually includes Business Data, Copyrighted Materials, Improvements, Know-how, Marks, and System. Business Data includes all data pertaining to the franchisee's salon, customers, and business operations, whether collected by the employee/independent contractor, the franchisee, Itan, or any other person. Copyrighted Materials are all copyrightable materials for which Itan or its affiliate claim or secure common law or registered copyright protection and that Itan allows franchisees to use, sell, or display in connection with the marketing and/or operation of a Salon.
Improvements are defined as any idea, addition, modification, or improvement to the goods or services offered at a Salon, method of operation of a Salon, processes, systems or procedures utilized by a Salon, marketing, advertising or promotional materials, programs or strategies utilized by a Salon or trademarks, service marks, logos or other intellectual property utilized by a Salon, whether developed by the employee/independent contractor, Franchisee, Itan or any other person. Know-how includes Itan's trade secrets and other proprietary information relating to the design, construction, development, marketing, or operation of a Salon including, but not limited to: architectural plans, drawings and specifications for a prototype Salon; site selection criteria; menu systems; methods and techniques; standards and specifications; policies and procedures; supplier lists and information; marketing strategies; merchandising strategies; financial information; and information comprising the System or included in the Manual.
Marks include all service marks, trademarks, trade names, and logos that Itan designates from time to time and authorizes Salons to use, including iTAN®, iTAN SUN SPRAY SPA® and the associated logos. The Marks also include any distinctive trade dress used to identify a Salon or the products it sells. The System is Itan's system developed for the operation of a Salon, the distinctive characteristics of which include: distinctive interior and exterior design, décor, signage, color scheme and other trade dress elements; proprietary retail products and equipment; high quality tanning services, technology and techniques; comprehensive training programs; advertising and marketing strategies; merchandising strategies; and operating system.
It is important for a prospective franchisee to understand these definitions as they are agreeing to protect Itan's intellectual property. Misuse of this intellectual property could jeopardize the franchise system. Franchisees and their employees/independent contractors must agree to refrain from using the Intellectual Property or Confidential Information in any business or for any purpose other than the operation of Franchisee's Salon; maintain the confidentiality of Confidential Information at all times; refrain from making unauthorized copies of documents containing Confidential Information; take all steps Itan reasonably requires to prevent unauthorized use or disclosure of Confidential Information; and immediately stop using the Intellectual Property and Confidential Information at such time that they are no longer an employee or independent contractor of Franchisee.