Under what conditions can Gold Mark terminate the Intellectual Property License Agreement with Itan?
Itan Franchise · 2025 FDDAnswer from 2025 FDD Document
In May of 2008 we entered into an Intellectual Property License Agreement with Gold Mark (the "License Agreement"). Under the terms of the License Agreement, Gold Mark granted us the right to use the Marks in the iTAN System and sublicense the Marks to our franchisees. The term of the License Agreement automatically renews annually, unless it is terminated in accordance with its terms. Gold Mark is permitted to terminate the License Agreement only if we: (a) declare bankruptcy or become insolvent; or (b) consent to the termination. If
the License Agreement is terminated, it states all sublicenses granted by us to our franchisees will continue in full force and effect until the expiration or termination of the applicable franchise agreement. No other agreements limit our right to use or sublicense use of the Marks.
Source: Item 13 — TRADEMARKS (FDD pages 33–35)
What This Means (2025 FDD)
According to Itan's 2025 Franchise Disclosure Document, the Intellectual Property License Agreement between Itan and Gold Mark outlines specific conditions under which Gold Mark can terminate the agreement. This agreement grants Itan the right to use and sublicense the Marks in the iTAN System to its franchisees. The agreement automatically renews annually unless terminated according to its terms.
Gold Mark is only permitted to terminate the License Agreement if Itan declares bankruptcy or becomes insolvent, or if Itan consents to the termination. This is a fairly standard clause to protect the licensor (Gold Mark) in case of severe financial distress or mutual agreement.
Importantly, the FDD states that if the License Agreement between Gold Mark and Itan is terminated, all sublicenses granted by Itan to its franchisees will continue in full force and effect until the expiration or termination of the applicable franchise agreement. This provision protects franchisees, ensuring they can continue using the Marks even if the overarching agreement between Itan and Gold Mark is terminated. This offers a degree of security for franchisees who have invested in the Itan brand.