Can a Spray Net franchisee contest the validity of the proprietary marks after the franchise agreement expires?
Spray_Net Franchise · 2025 FDDAnswer from 2025 FDD Document
by Franchisor.
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- Upon Franchisor's request, Franchisee hereby covenants and agrees that it will affix in a conspicuous location in or upon the Premises, a sign containing the following notice: "This business is owned and operated independently by (name of franchisee) who is an authorized SPRAY-NET franchisee."
- D. Proprietary Marks are Sole Property of Franchisor. Franchisee acknowledges that the Proprietary Marks, System, Manuals, and all other information and items delivered to Franchisee by Franchisor under this Agreement or in furtherance of the System, including without limitation, signage, video and audio tapes or disks, information communicated by electronic means, and intellectual property, are the sole and exclusive property of Franchisor, and Franchisee's right to use the same are contingent upon Franchisee's continued full and timely performance under this Agreement. Franchisee acknowledges it acquires no rights, interests, or claims to any of said property, except for Franchisee's rights to use the same under this Agreement for the term hereof and strictly in the manner prescribed. Franchisee agrees that it will not, during the term of this Agreement or any time
thereafter, contest or challenge the sole and exclusive proprietary rights of Franchisor (and, if appropriate, Franchisor's affiliates) to the Proprietary Marks, System, Manuals, and other information, intellectual property, and items delivered or provided or to which Franchisee obtains access under this Agreement, nor shall Franchisee claim any proprietary interest in such property. Franchisee agrees that it will not adopt, display, attempt to register or otherwise use any names, marks, insignias, or symbols in any business that are or may be confusingly similar to the Proprietary Marks licensed under this Agreement.
- E. Legal Action Involving Proprietary Marks. Furthermore, Franchisee agrees to cooperate with and assist Franchisor in connection with any legal action brought by or against either of them regarding the protection and preservation of the Proprietary Marks, System, or the Manuals and other information and intellectual property delivered to Franchisee or used by Franchisee under this Agreement.
- G. Modification or Substitution of Marks by Franchisor. If in Franchisor's reasonable determination, the use of Proprietary Marks in connection with the System will infringe or potentially infringe upon the rights of any third party, weakens or impairs Franchisor's rights in the Proprietary Marks, or it otherwise becomes advisable at any time in Franchisor's sole discretion for Franchisor to modify, discontinue, or to use one (1) or more additional or substitute trade or service Proprietary Marks then upon notice from Franchisor, Franchisee will terminate or modify, within a reasonable time, such use in the manner prescribed by Franchisor. If Franchisor changes the Proprietary Marks in any manner, Franchisor will not reimburse Franchisee for any out-of-pocket expenses that Franchisee incurs to implement such modifications or substitutions.
Source: Item 23 — RECEIPTS (FDD pages 75–219)
What This Means (2025 FDD)
According to the 2025 Spray Net Franchise Disclosure Document, franchisees are prohibited from contesting the validity or ownership of Spray Net's proprietary marks, not only during the term of the agreement but also after its expiration or termination. This includes directly or indirectly contesting or aiding others in contesting the validity of the proprietary marks or the ownership rights of Spray Net. Franchisees also agree that any commercial use of the marks will benefit Spray Net, strengthening their ownership.
This provision is designed to protect Spray Net's brand and intellectual property. The franchisee acknowledges that the Spray Net's proprietary marks, system, manuals, and all other intellectual property are the sole and exclusive property of Spray Net. The franchisee's right to use these marks is contingent upon their full and timely performance under the franchise agreement. The franchisee acquires no rights, interests, or claims to any of the proprietary property, except for the right to use them under the agreement's terms.
For a prospective Spray Net franchisee, this means that upon entering into the franchise agreement, they are legally bound not to challenge Spray Net's ownership or validity of its trademarks, even after the agreement concludes. This is a standard clause in franchise agreements to protect the franchisor's brand identity and market position. Failure to comply with this provision could result in legal action by Spray Net to enforce its trademark rights.