How must a Management Recruiters franchisee use the Marks associated with the System?
Management_Recruiters Franchise · 2024 FDDAnswer from 2024 FDD Document
commencement of New Office Training and annually within ten (10) days of Franchisor's request.
11.5. Reimbursement of Costs. If Franchisee fails to obtain or maintain any policy of insurance required by Section 11.2 or fails to name Franchisor as an additional insured on any such policy, Franchisor may obtain such insurance, and Franchisee shall reimburse Franchisor for the cost of such insurance within fifteen (15) calendar days after Franchisor sends an invoice to Franchisee.
12. TRADEMARKS
- 12.1. Non-Exclusive License. Franchisee's license to use the Marks derives only from and is governed by the terms of this Agreement. This Agreement confers no goodwill or other interest in the Marks other than the non-exclusive right to use them in connection with the Franchise Businessfor the duration of this Agreement. Franchisee acknowledges and agrees that all goodwill resulting from Franchisee's use of the Marks shall inure exclusively to the benefit of Franchisor or its Affiliates, the owner of the Marks. In the event that Franchisor authorizes and licenses Franchisee to use additional proprietary trade and service marks or commercial symbols from time to time during the Term of this Agreement, all provisions of this Agreement which apply to the Marks shall apply equally to all such additional marks and symbols.
- 12.2. Use. Franchisee shall only use the Marks to identify the Franchise Business. Franchisee shall prominently display the Marks on stationery, packaging, and supply materials and in connection with advertising and marketing of the Franchise Business pursuant to the specifications, standards and operating procedures set forth in the Brand Standards Materials.
- 12.3. Further Covenants. In order to protect the goodwill and reputation associated with the Marks, Franchisee further covenants and agrees as follows:
- A reasonable number of samples of all uses of the Marks shall be submitted to Franchisor for its review at any time upon Franchisor's reasonable request therefore;
- Franchisee's use of the Marks shall not reflect adversely upon the good name of Franchisor or upon the goodwill and reputation associated with the Marks; and
- Franchisee acknowledges that the goodwill of the Marks is dependent on satisfactory customer service, therefore, Franchisee agrees to use all commercially reasonable efforts to provide customer service at all Locations of
the Franchise Business at a level of quality commensurate with that provided at other franchised locations.
- 12.4. Prohibited Uses. Franchisee shall not use the Marks as part of any corporate or trade name or with any prefix, suffix, or modifying words, terms, designs, or symbols other than logos authorized for use by Franchisee under this Agreement and any Secondary Name approved in writing by Franchisor. Franchisee shall not use the Marks in any modified form, in connection with performance of any unauthorized services, or in any other manner, unless expressly authorized in writing by Franchisor. Franchisee shall not use any of the Marks in signing any contract, check, purchase agreement, negotiable instrument or other legal obligation, application for any license or permit, or in any manner that may result in liability of Franchisor for any debt or obligation of Franchisee whatsoever.
- 12.5. Notices. Franchisee shall give such notices of trade and service mark registrations as Franchisor specifies. Franchisee shall obtain such fictitious or assumed name registrations as applicable Law requires and shall file statements of abandonment of use of such fictitious or assumed names as applicable Law requires or when it becomes appropriate to do so. Franchisee shall immediately notify Franchisor of any apparent infringement of or challenge to Franchisee's use of the Marks, or claim by any person of any rights in the Marks, and Franchisee shall not communicate with any person other than Franchisor and Franchisor's counsel in connection with any such infringement, challenge, or claim.
- 12.6. Control of Proceedings. The license to the Marks granted under this Agreement is non-exclusive, and Franchisor retains sole determination to take or refrain from taking any action in connection with any possible or actual infringement, challenge or claim described in this Section 12. Franchisor retains the exclusive right to control the prosecution, defense and settlement of all litigation, Patent and Trademark Office or other proceedings that in any way relate to any of the Marks.
- 12.7. Discontinuance of Use. In the event that Franchisor in its sole judgment determines that Franchisee should modify or discontinue use of any or all of the Marks, and/or use one or more additional or substitute trade or service marks, Franchisee shall comply with Franchisor's directions to modify or otherwise discontinue use of such Marks within such reasonable time after notice to Franchisee, but in no case more than
sixty (60) days after notice, and pursuant to such directions that Franchisor specifies to Franchisee in writing.
Source: Item 23 — RECEIPTS (FDD pages 67–327)
What This Means (2024 FDD)
According to Management Recruiters' 2024 Franchise Disclosure Document, a franchisee's license to use the Marks is derived from the terms of the Franchise Agreement, which grants a non-exclusive right to use them in connection with the Franchise Business for the agreement's duration. All goodwill resulting from the franchisee's use of the Marks inures exclusively to the benefit of Management Recruiters. If Management Recruiters authorizes the franchisee to use additional proprietary marks, the agreement's provisions apply equally to those marks. The franchisee must only use the Marks to identify the Franchise Business and must prominently display them on stationery, packaging, supply materials, and in advertising and marketing, following the specifications in the Brand Standards Materials. Franchisees must display "A Member of the MRINetwork" on marketing materials, websites, signage, or office locations within 30 days of signing the Franchise Agreement. All advertising programs must be conducted in a dignified manner, and the franchisee must stop using any advertising programs or materials within 24 hours of receiving written notice from Management Recruiters. Franchisee domain names, URLs, and electronic addresses must be approved by Management Recruiters before use if they contain any of the Marks.
To protect the goodwill and reputation of the Marks, Management Recruiters franchisees must submit samples of all uses of the Marks for review upon request. The franchisee's use of the Marks must not reflect negatively on Management Recruiters or the goodwill associated with the Marks. Franchisees must provide customer service at a level commensurate with other franchised locations, as the goodwill of the Marks depends on satisfactory customer service. Franchisees are prohibited from using the Marks as part of any corporate or trade name or with any unauthorized modifications, terms, designs, or symbols, unless approved in writing by Management Recruiters. They cannot use the Marks in connection with unauthorized services or in any manner not expressly authorized.
Furthermore, franchisees cannot use the Marks in signing any contract, check, purchase agreement, negotiable instrument, or other legal obligation in a way that may result in Management Recruiters being liable for the franchisee's debts or obligations. Franchisees must provide notices of trade and service mark registrations as specified by Management Recruiters and obtain fictitious or assumed name registrations as required by law. They must also immediately notify Management Recruiters of any apparent infringement or challenge to the use of the Marks. Management Recruiters retains the exclusive right to control any legal proceedings related to the Marks. If the agreement is terminated, the franchisee must immediately discontinue all use of the Marks.