What specific intellectual property rights are protected from mandatory mediation in a Kidokinetics dispute?
Kidokinetics Franchise · 2024 FDDAnswer from 2024 FDD Document
WHEREAS, Franchisor has the right to use and license the use of certain marks and tradenames, including the service mark "KIDOKINETICS®" and design, and certain proprietary products, services, promotions and methods (the "System") for the establishment and operation of Kidokinetics Business:
WHEREAS, Franchisor has granted Franchisee the right to operate a Kidokinetics Business pursuant to the System in a territory, as specifically defined in Attachment B of the Franchise Agreement (the "Territory"), in strict accordance with the terms and conditions of the Franchise Agreement(s);
WHEREAS, in connection with his or her duties, it will be necessary for Covenantor to have access to some or all of the confidential information, knowledge, know-how, techniques, contents of the Kidokinetics operations manual and other materials used in or related to the System and/or concerning the methods of operation of the System (collectively referred to as "Confidential Information");
WHEREAS, the Confidential Information provides economic advantages to Franchisor and licensed users of the System;
WHEREAS, Franchisor and Franchisee have agreed on the importance of restricting the use, access and dissemination of the Confidential Information, and Franchisee therefore has agreed to obtain from Covenantor a written agreement protecting the Confidential Information and further protecting the System against unfair competition; and
WHEREAS, Covenantor acknowledges that receipt of and the right to use the Confidential Information constitutes independent valuable consideration for the representations, promises and covenants made by Covenantor herein.
NOW, THEREFORE, in consideration of the mutual covenants and obligations contained herein, the parties agree as follows:
1. Confidentiality Agreement.
- a. Covenantor shall, at all times, maintain the confidentiality of the Confidential Information and shall use such Confidential Information only in the course of his or her association with the Kidokinetics Business operating under the Franchise Agreement(s). Such association includes any employment, contract, or other relationship that provides access to Confidential Information of the System.
- b. Covenantor shall not, at any time, make copies of any documents or compilations containing some or all of the Confidential Information without Franchisor's express written permission.
Source: Item 22 — CONTRACTS (FDD page 59)
What This Means (2024 FDD)
Based on the 2024 Kidokinetics Franchise Disclosure Document, the brand's protected intellectual property includes several key components. These are collectively or individually referred to as the "Intellectual Property" and encompass the "Marks", "Copyrights", "Know-how", "Manual", and "System".
"Marks" specifically refer to the logotypes, service marks, and trademarks, including the registered service mark "KIDOKINETICS®" and any distinctive trade dress used to identify a Kidokinetics business. "Copyrights" include all works and materials for which Kidokinetics or its affiliates have secured common law or registered copyright protection, which franchisees are allowed to use for marketing and operations. "Know-how" covers trade secrets and proprietary information related to the development, construction, marketing, and operation of a Kidokinetics business, such as methods, techniques, specifications, and marketing strategies. The "Manual" is the confidential operations manual, and the "System" refers to the proprietary products, services, promotions, and methods used to establish and operate a Kidokinetics Business.
Kidokinetics ensures that franchisees understand the importance of protecting this intellectual property. Franchisees must not take any action that would interfere with the validity of Kidokinetics' rights to its intellectual property. They also acknowledge that any unauthorized use of the intellectual property constitutes an infringement of Kidokinetics' rights and a default under the franchise agreement. Franchisees are required to assist Kidokinetics in fully vesting all rights, title, and interest in the intellectual property to the franchisor, including providing necessary documents and assistance for registration, maintenance, and enforcement of these rights.
These measures are in place to safeguard the brand's identity, operational methods, and proprietary information, ensuring that the Kidokinetics system remains unique and protected from unauthorized use or competition. Prospective franchisees should be aware of these obligations and the potential consequences of failing to comply with them.