factual

Besides the right to operate a Kidokinetics business, what other rights does the franchisee have regarding the Intellectual Property?

Kidokinetics Franchise · 2024 FDD

Answer from 2024 FDD Document

the Intellectual Property.

  • 13.2 No Interference. Neither Franchisee nor any Principal will take any action that would prejudice or interfere with the validity of Franchisor's or Licensor's rights with respect to the Intellectual Property. Nothing in this Agreement gives the Franchisee any right, title, or interest in or to any of the Intellectual Property or any of Franchisor's or Licensor's service marks, trademarks, trade names, trade dress, logos, copyrights or proprietary materials, except the right to use the Intellectual Property and the System in accordance with the terms and conditions of this Agreement for the operation of a Kidokinetics Business and only at or from the Kidokinetics Business Location or in approved advertising related to the Kidokinetics Business.
  • 13.3 Goodwill. Franchisee understands and agrees that any and all goodwill arising from Franchisee's use of the Intellectual Property and the System inures solely and exclusively to the benefit of Franchisor and Licensor, and upon expiration or termination of this Agreement and the license granted, no monetary amount will be assigned as attributable to any goodwill associated with Franchisee's use of the Intellectual Property.
  • 13.4 Validity. The Marks are valid and serve to identify the System and those who are authorized to operate under the System and Franchisee shall not contest the validity of, or Franchisor's or Licensor's interest in, the Intellectual Property or assist others to contest the validity of, or Franchisor's or Licensor's interest in, the Intellectual Property.
  • 13.5 Infringement. Franchisee acknowledges 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 hereunder. Franchisee shall provide Franchisor or Licensor with all assignments, affidavits, documents, information and assistance Franchisor or Licensor reasonably requests to fully vest in Franchisor or Licensor all such rights, title and interest in and to the Intellectual Property, including all such items as are reasonably requested by Franchisor or Licensor to register, maintain and enforce such rights in the Intellectual Property.
  • 13.6 Substitution. Franchisor reserves the right to substitute different Marks for use in identifying the System and the Kidokinetics Business if the current Marks no longer can be used by Franchisor, or if Franchisor, in its sole discretion, determines that substitution of different Marks will be beneficial to the System. In such event, Franchisor will require Franchisee, at Franchisee's expense, to discontinue or modify Franchisee's use of any of the Marks or to use one or more additional or substitute Marks no later than 10 days after notification thereof.
  • 13.7 Franchisee's Use of the Intellectual Property. With respect to Franchisee's use of the Intellectual Property pursuant to this Agreement, Franchisee further agrees that:
    • 13.7.1 Unless otherwise authorized or required by Franchisor, Franchisee shall advertise the Kidokinetics Business only under the Mark "Kidokinetics ®," and design. Franchisee must use only the Marks that Franchisor designates, and must use them only in the manner Franchisor authorizes and permits. Franchisee must use the Marks only for the operation of the Kidokinetics Business at the location approved by Franchisor and for advertising the Kidokinetics Business. Franchisee shall not use the Marks as part of its corporate or other legal name, and shall obtain the Franchisor's approval of its corporate or other legal name prior to filing it with the applicable

state authority. Franchisee shall comply with Franchisor's instructions in filing and maintaining the requisite trade name or fictitious name registrations, and shall execute any documents deemed necessary by Franchisor or its counsel to obtain protection of the Marks or to maintain their continued validity and enforceability. All fictitious names used by Franchisee will bear the designation "a franchisee of Kidokinetics Franchisee LLC". Franchisee must promptly register at the office of each county in which Franchisee's Kidokinetics Business operates, or at such other public office as provided for by the laws of the state in which Franchisee's Kidokinetics Business is located, as doing business under such assumed business name.

  • 13.7.2 Franchisee shall identify itself as the owner of the Kidokinetics Business and as an independent Kidokinetics Franchise LLC franchisee in conjunction with any use of the Intellectual Property, including, but not limited to, uses on invoices, order forms, receipts and contracts, as well as the display of a notice in such content and form and at conspicuous locations or on any vehicle as Franchisor may designate in writing.
  • 13.7.3 Franchisee shall not use the Intellectual Property to incur any obligation or indebtedness on behalf of Franchisor.
  • 13.7.4 Any merchandise offered by Franchisee that utilizes the Marks, must be approved by Franchisor in writing prior to being sold by Franchisee and such approval may be granted or denied in Franchisor's sole and absolute discretion.
  • 13.7.5 The license of the Marks granted to Franchisee hereunder is nonexclusive and Franchisor retains the right, among others, (i) to use the Marks itself in connection with selling products and services; (ii) to grant other licenses for the Marks; and (iii) to develop and establish other systems using the Marks, similar proprietary marks, or any other proprietary marks, and to grant licenses thereto without providing any rights therein to Franchisee.
  • Claims, Franchisee shall notify Franchisor immediately by telephone, and in writing, of any apparent infringement of or challenge to Franchisee's use of any Intellectual Property and of any claim by any person of any rights in any Intellectual Property.

Source: Item 22 — CONTRACTS (FDD page 59)

What This Means (2024 FDD)

According to Kidokinetics's 2024 Franchise Disclosure Document, franchisees have limited rights regarding the brand's intellectual property. While franchisees are granted the right to use Kidokinetics's intellectual property, including trademarks, service marks, trade names, trade dress, logos, copyrights, and proprietary materials, this right is strictly limited to operating a Kidokinetics business under the terms of the Franchise Agreement. This use must occur at or from the approved Kidokinetics Business Location or in approved advertising related to the Kidokinetics Business. Franchisees cannot use the intellectual property in any other business or capacity. Franchisees must identify themselves as the owner of the Kidokinetics Business and as an independent Kidokinetics Franchise LLC franchisee in conjunction with any use of the Intellectual Property, including, but not limited to, uses on invoices, order forms, receipts and contracts, as well as the display of a notice in such content and form and at conspicuous locations or on any vehicle as Kidokinetics may designate in writing.\n\nKidokinetics retains all ownership and benefits of the goodwill associated with the franchisee's use of the intellectual property. Upon termination or expiration of the franchise agreement, the franchisee will not receive any monetary compensation for goodwill developed through their use of Kidokinetics's intellectual property. Franchisees are also prohibited from taking any actions that could harm the validity of Kidokinetics's intellectual property rights. They cannot contest the validity of Kidokinetics's intellectual property or assist others in doing so. Franchisees must also assist Kidokinetics in protecting its intellectual property by providing any necessary documents or information to secure and maintain these rights.\n\nKidokinetics reserves the right to change the marks used in the system, and franchisees are obligated to comply with these changes at their own expense within 10 days of notification. Franchisees must obtain Kidokinetics's approval before using the Kidokinetics marks on any merchandise they offer for sale. The license granted to franchisees for using the marks is nonexclusive, meaning Kidokinetics can use the marks themselves, grant licenses to others, and develop other systems using similar marks without providing any rights to the franchisee. Franchisees are also restricted from using the marks to incur any obligations or indebtedness on behalf of Kidokinetics.

Disclaimer: This information is extracted from the 2024 Franchise Disclosure Document and is provided for research purposes only. It does not constitute legal or financial advice. Consult with a franchise attorney before making any investment decisions.