Does the Petro Stopping Center Franchise Agreement address intellectual property rights?
Petro_Stopping_Center Franchise · 2025 FDDAnswer from 2025 FDD Document
this Section in any manner material to you.
Petro Franchise licenses the Marks for the Franchise Agreement under its rights under the TA Operating / Petro Franchise License Agreement. The Marks are licensed nonexclusively to franchisees of Petro Centers, as appropriate. Certain of the Marks are also licensed to franchisees of TA Franchise.
All usage of the Marks by you and any goodwill established by use of the Marks will be for the exclusive benefit of the owner of the Mark. You will not receive any interest in the Marks. You may not contest the validity or ownership of the Marks or trade secrets or business techniques that are part of the franchise program.
You will not use the Marks, in any form, as part of any corporate or trade name nor may you use the Marks in connection with the sale of any unauthorized product or service or in any manner not expressly authorized in writing by Petro Franchise. You will obtain fictitious or assumed name registrations as requested or required.
You must not engage in any form of merchandising, advertising, or promotional practice which is unethical or may be injurious to Petro Franchise's business, other Petro Centers, or to the goodwill associated with the Marks.
You must not use Petro Franchise's name or the Marks in any advertising or promotion in any manner Petro Franchise does not approve or in connection with any product or service in any manner Petro Franchise does not approve.
You must not advertise, or use in any other form of promotion, the Marks without the appropriate federal registration mark or the symbol or the designation "TM" or "SM" where applicable.
Petro Franchise has the right to control any administrative proceedings or litigation involving a service mark or trademark licensed by us to you. You must notify Petro Franchise immediately when you learn about an infringement of or challenge to your use of the Marks. Petro Franchise will take the action it thinks is appropriate, but it is not required to defend you against a claim against your use of the Marks. You will assist Petro Franchise, TA Operating, and TA as necessary in defending the Marks.
You must modify or discontinue the use of the Marks if Petro Franchise instructs you to. Petro Franchise will not reimburse you for any loss of revenue attributable to any modified or discontinued Mark or copyright or for any expenditures you make to change Marks or copyrights or to promote or use a modified or substitute service mark or trademark.
Source: Item 22 — CONTRACTS (FDD page 87)
What This Means (2025 FDD)
According to the 2025 Petro Stopping Center Franchise Disclosure Document, the franchise agreement does address intellectual property rights, particularly trademarks and confidential information. Petro Franchise Systems LLC licenses its trademarks (the Marks) to franchisees for use in operating their Petro Centers. However, all goodwill associated with the use of these Marks accrues exclusively to the owner of the Mark, and franchisees cannot contest the validity or ownership of the Marks. Franchisees are restricted in how they use the Marks, including prohibitions on using them in corporate or trade names, or in connection with unauthorized products or services.
Additionally, the Petro Stopping Center franchise agreement emphasizes the importance of protecting the franchisor's confidential information. Franchisees receive proprietary, confidential, and trade secret information, which they must maintain the confidentiality of, disclosing it only to employees who need it to operate the Petro Center. Manuals containing confidential information are the property of Petro Franchise and must be returned upon termination of the franchise agreement. Petro Franchise also retains the right to amend the manuals at its discretion.
While the agreement does not grant franchisees rights to use items covered by patents or copyrights, it does allow them to use confidential information in the manuals. Franchisees are obligated to notify Petro Franchise of any unauthorized use of confidential information or the manuals, though Petro Franchise is not obligated to take action against unauthorized users or indemnify franchisees for losses related to their use of this information. These stipulations are typical in franchising, as the franchisor needs to protect its brand and operational methods, while allowing franchisees to benefit from them under controlled conditions.