Is a Kidokinetics franchisee allowed to register or attempt to register the Intellectual Property in their name or in the name of any other person or entity?
Kidokinetics Franchise · 2024 FDDAnswer from 2024 FDD Document
- 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.
Source: Item 22 — CONTRACTS (FDD page 59)
What This Means (2024 FDD)
According to Kidokinetics's 2024 Franchise Disclosure Document, franchisees are explicitly prohibited from taking any actions that could undermine Kidokinetics's or its licensor's rights to the intellectual property. The agreement specifies that franchisees do not have any rights, titles, or interests in the intellectual property, including service marks, trademarks, trade names, trade dress, logos, copyrights, or proprietary materials, except for the right to use them as outlined in the agreement for operating a Kidokinetics business. This use is restricted to the approved Kidokinetics Business Location or in approved advertising related to the Kidokinetics Business.
Kidokinetics franchisees must acknowledge the validity of the intellectual property and are forbidden from contesting Kidokinetics's or its licensor's interest in it. Unauthorized use of the intellectual property is considered an infringement of Kidokinetics's or its licensor's rights and constitutes a default under the agreement. Franchisees are obligated to assist Kidokinetics or its licensor by providing any necessary documents, information, and assistance to protect and enforce these intellectual property rights.
Furthermore, all goodwill generated from a franchisee's use of the intellectual property benefits Kidokinetics and its licensor exclusively. Upon the agreement's expiration or termination, no monetary value will be assigned to any goodwill associated with the franchisee's use of the intellectual property. This reinforces that franchisees cannot claim ownership or rights to the brand's intellectual property or the associated goodwill they help create during their operation.