Who owns the Kidokinetics Marks according to the franchise agreement?
Kidokinetics Franchise · 2024 FDDAnswer 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.
Source: Item 22 — CONTRACTS (FDD page 59)
What This Means (2024 FDD)
According to the 2024 Kidokinetics Franchise Disclosure Document, the franchise agreement specifies that Kidokinetics or its licensor retains all rights, titles, and interests in the intellectual property, including the Marks. The franchisee only has the right to use the intellectual property and system according to the terms and conditions of the franchise agreement for operating a Kidokinetics business. This use is restricted to the Kidokinetics business location or approved advertising related to the business.
Kidokinetics franchisees cannot take any actions that would negatively impact the validity of Kidokinetics's or its licensor's rights regarding the intellectual property. All goodwill that arises from a franchisee's use of the intellectual property and system benefits Kidokinetics and its licensor exclusively. Upon the termination or expiration of the franchise agreement, no monetary value will be assigned to any goodwill associated with the franchisee's use of the intellectual property.
The Kidokinetics franchise agreement emphasizes that any unauthorized use of the intellectual property by a franchisee constitutes an infringement of Kidokinetics's or its licensor's rights and represents a default of the agreement. Franchisees must assist Kidokinetics or its licensor in fully securing their rights, title, and interest in the intellectual property by providing necessary documents and assistance for registration, maintenance, and enforcement of these rights.
In practical terms, this means a Kidokinetics franchisee does not gain any ownership of the Kidokinetics trademarks, service marks, or other intellectual property. Their rights are limited to using these assets to operate their franchise under the specific terms outlined in the franchise agreement. This is a common arrangement in franchising, where the franchisor maintains control over its brand and system, while franchisees are granted a license to operate under that brand.