What is the Kidokinetics franchisee's responsibility to help the franchisor maintain rights to the Intellectual Property?
Kidokinetics Franchise · 2024 FDDAnswer from 2024 FDD Document
ectual 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".
Source: Item 22 — CONTRACTS (FDD page 59)
What This Means (2024 FDD)
According to Kidokinetics's 2024 Franchise Disclosure Document, franchisees have several responsibilities to help maintain the franchisor's rights to its intellectual property. Kidokinetics franchisees must not take any actions that could harm the validity of Kidokinetics's or its licensor's rights regarding the intellectual property. The franchisee acknowledges that any unauthorized use of the intellectual property is an infringement of Kidokinetics's or its licensor's rights and a default of the agreement.
Kidokinetics franchisees must provide Kidokinetics or its licensor with all necessary assignments, affidavits, documents, information, and assistance that Kidokinetics or its licensor reasonably requests. This includes items needed to register, maintain, and enforce rights in the intellectual property. Franchisees must also comply with Kidokinetics's instructions for trade name or fictitious name registrations and execute any documents necessary to protect the marks or maintain their validity and enforceability. All fictitious names used by the franchisee must include "a franchisee of Kidokinetics Franchisee LLC".
Furthermore, Kidokinetics franchisees must identify themselves as the owner of the Kidokinetics business and as an independent franchisee in conjunction with any use of the intellectual property, including on invoices, order forms, receipts, and contracts. They must also display a notice in the required content and form in conspicuous locations or on any vehicle as Kidokinetics may designate in writing. Franchisees are prohibited from using the intellectual property to incur any obligation or indebtedness on behalf of Kidokinetics. Any merchandise that uses the marks must be approved by Kidokinetics in writing before being sold by the franchisee.