From whom does Red Wagon Club license the Marks?
Red_Wagon_Club Franchise · 2024 FDDAnswer from 2024 FDD Document
We license the Marks from RWC IP under a License Agreement dated June 27, 2024 (the "License Agreement"). The term of the License Agreement will continue for 99 years from its effective date unless terminated. The License Agreement may be terminated (resulting in the loss of our right to use and to sublicense the use of the Marks to you) by mutual agreement of the parties, or by RWC IP for a number of reasons, including if we default on any obligations, we are dissolved, make an assignment for the benefit of creditors, become insolvent, consent to appointment of a receiver, or our business is seized, or the parties cease to be affiliates. All rights in and goodwill from the use of the Marks accrue to RWC IP. Except as described above, no agreement significantly limits our rights to use or sublicense the Marks in a manner material to the franchise.
Source: Item 13 — TRADEMARKS (FDD pages 34–35)
What This Means (2024 FDD)
According to the 2024 Red Wagon Club Franchise Disclosure Document, Red Wagon Club licenses its trademarks, referred to as the "Marks," from RWC IP. This licensing agreement is formalized under a License Agreement dated June 27, 2024. The agreement has a term of 99 years from its effective date, but can be terminated earlier under certain conditions.
This arrangement means that Red Wagon Club does not directly own the trademarks it allows franchisees to use. Instead, it obtains the right to use and sublicense these trademarks through its agreement with RWC IP. For a prospective franchisee, this is important because the continued use of the Red Wagon Club brand is dependent on the relationship between Red Wagon Club and RWC IP.
The License Agreement can be terminated by mutual agreement or by RWC IP if Red Wagon Club defaults on its obligations, becomes insolvent, or ceases to be an affiliate. If the License Agreement is terminated, Red Wagon Club would lose its right to use the Marks and sublicense them to franchisees, which could significantly impact the franchisee's ability to operate under the Red Wagon Club brand. All rights and goodwill associated with the use of the Marks ultimately accrue to RWC IP, not to Red Wagon Club or its franchisees.