Can a Spray Net franchisee contest the validity of the Proprietary Marks during the term of the agreement?
Spray_Net Franchise · 2025 FDDAnswer from 2025 FDD Document
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.
Source: Item 23 — RECEIPTS (FDD pages 75–219)
What This Means (2025 FDD)
According to Spray Net's 2025 Franchise Disclosure Document, franchisees are prohibited from contesting the validity of Spray Net's proprietary marks during the term of the franchise agreement. The franchisee acknowledges that the Proprietary Marks, System, Manuals, and all other intellectual property are the sole property of Spray Net. The franchisee's right to use these marks is contingent upon their full and timely performance under the agreement.
This means that a Spray Net franchisee cannot legally challenge Spray Net's ownership or rights to its trademarks, service marks, trade names, and other intellectual property during the period they are operating under the franchise agreement. This restriction extends to any time after the agreement's expiration or termination. The franchisee also agrees not to use any similar marks or names that could be confusingly similar to Spray Net's proprietary marks.
This provision is typical in franchise agreements to protect the franchisor's brand and intellectual property. It ensures that franchisees do not undermine the brand's value by contesting its trademarks. Franchisees also agree to assist Spray Net in protecting its Proprietary Marks by executing documents or providing assistance to maintain the validity of the marks.
Furthermore, the agreement states that using the Proprietary Marks outside the scope of the license, without Spray Net's written consent, is an infringement of Spray Net's rights. The franchisee covenants not to commit any act of infringement or contest the validity or ownership of Spray Net's Proprietary Marks, even after the agreement expires or terminates. This protects Spray Net's brand identity and market position, preventing franchisees from leveraging the brand's goodwill for their own purposes outside the bounds of the franchise agreement.