Who owns the exclusive right to use improvements to the Mr. Sandless system developed by franchisees?
Mr_Sandless Franchise · 2025 FDDAnswer from 2025 FDD Document
We shall own and have the exclusive right to use and incorporate in the System, for the benefit of other franchisees, us and our affiliates, any modifications, changes and improvements (collectively, "improvements") to the System, in whole or in part, developed or discovered by you, your principals or your employees or agents in connection with the System or the operation of a Business, without any liability or obligation to you. This includes, but is not limited to, discoveries or development of products, systems or techniques, management practices or procedures, architectural designs and philosophies and names or groups of words relating to the System or describing the services offered by Mr. Sandless Businesses. You acknowledge and agree that nothing in this Section 11.8 permits you to test, introduce, provide, or otherwise offer any Improvements to customers, or use any Improvement in the operation of the Franchised Business, unless and until Franchisor consents to the use of the Improvement for such purpose.
Source: Item 22 — CONTRACTS (FDD page 42)
What This Means (2025 FDD)
According to Mr. Sandless's 2025 Franchise Disclosure Document, Mr. Sandless owns the exclusive right to use any improvements to the Mr. Sandless system that a franchisee develops. This includes modifications, changes, and improvements to the system, whether in whole or in part. These improvements can be developed or discovered by the franchisee, their principals, employees, or agents in connection with the Mr. Sandless system or the operation of their business.
This ownership extends to discoveries or development of products, systems, techniques, management practices or procedures, architectural designs and philosophies, and names or groups of words relating to the Mr. Sandless system or describing the services offered by Mr. Sandless businesses. Mr. Sandless has the right to incorporate these improvements into the system for the benefit of other franchisees, Mr. Sandless itself, and its affiliates.
The franchisee will not receive any compensation or credit for these improvements. Furthermore, the franchisee cannot test, introduce, provide, or offer any improvements to customers or use any improvement in their franchised business until Mr. Sandless consents to its use. This clause ensures that Mr. Sandless maintains control over the Mr. Sandless system and can implement changes uniformly across all franchises.
This type of clause is relatively common in franchising, as it allows the franchisor to benefit from the collective knowledge and innovation of its franchisees while maintaining brand consistency and quality control. However, it's important for prospective franchisees to understand that any improvements they develop for the Mr. Sandless system will become the property of Mr. Sandless, and they will not have the right to use those improvements without the franchisor's permission.