Does the Kidokinetics agreement waive rights to claims pertaining to federally protected intellectual property rights in the Marks?
Kidokinetics Franchise · 2024 FDDAnswer from 2024 FDD Document
idence conclusively showing you did not disclose the Intellectual Property to the family member.
-
- Covenants Reasonable. You acknowledge and agree that: (i) the terms of this Agreement are reasonable both in time and in scope of geographic area; and (ii) you have sufficient resources and business experience and opportunities to earn an adequate living while complying with the terms of this Agreement. YOU HEREBY WAIVE ANY RIGHT TO CHALLENGE THE TERMS OF THIS AGREEMENT AS BEING OVERLY BROAD, UNREASONABLE, OR OTHERWISE UNENFORCEABLE.
-
- Breach. You agree that failure to comply with this Agreement will cause substantial and irreparable damage to us and/or other Kidokinetics franchisees for which there is no adequate remedy at law. Therefore, you agree that any violation of this Agreement will entitle us to injunctive relief.
Source: Item 22 — CONTRACTS (FDD page 59)
What This Means (2024 FDD)
According to the 2024 Kidokinetics Franchise Disclosure Document, franchisees agree to certain waivers related to challenging the terms of the agreement, which could indirectly impact their ability to make claims regarding intellectual property. Specifically, franchisees waive the right to challenge the agreement as overly broad, unreasonable, or unenforceable. This waiver is significant because it limits a franchisee's ability to dispute any aspect of the agreement, including clauses related to intellectual property.
Kidokinetics franchisees acknowledge that any unauthorized use of the Intellectual Property constitutes an infringement of Franchisor's or Licensor's rights in the Intellectual Property and an event of default. The franchisee also cannot contest the validity of, or Kidokinetics's interest in, the Intellectual Property or assist others to contest the validity of, or Kidokinetics's or Licensor's interest in, the Intellectual Property.
These provisions mean that a Kidokinetics franchisee essentially agrees not to challenge Kidokinetics's intellectual property rights. This is a common practice in franchising, as franchisors need to protect their brand and system. However, it's crucial for franchisees to understand the full implications of these waivers before signing the agreement. They should seek legal counsel to fully understand their rights and obligations regarding intellectual property under the franchise agreement.
While the agreement does not explicitly waive rights to claims pertaining to federally protected intellectual property rights in the Marks, the cumulative effect of these clauses significantly restricts a franchisee's ability to challenge Kidokinetics's intellectual property rights. Prospective franchisees should carefully consider these limitations and seek legal advice to understand their full scope.