Under what conditions can the Trademark License granted to Spray Net be terminated?
Spray_Net Franchise · 2025 FDDAnswer from 2025 FDD Document
s for the Proprietary Marks above. As of the Issuance Date, SN Quebec has not been required to file any renewals for the above marks.
The Proprietary Marks are owned by SN Quebec and are licensed exclusively to us and our Affiliate, which has granted us an exclusive, royalty-free license ("Trademark License") to use the Marks for purposes of franchising the System around the world. The Trademark License extends perpetually provided we are not in default or do not materially breach the Trademark License by engaging in any activity which damages the Marks or the goodwill of the System. In the event the Trademark License is terminated, our Franchisees will continue to be able to use the Proprietary Marks until such time as each Franchise Agreement expires or is otherwise terminated.
You must strictly comply with our standards, policies, specifications, rules, requirements, and instructions regarding the use of the Proprietary Marks. The goodwill associated with our Proprietary Marks will remain our exclusive property, and you will receive no tangible benefit from our goodwill, except from the operation or possible sale of the Franchised Business during the term of the Franchise Agreement.
Source: Item 13 — TRADEMARKS (FDD pages 52–53)
What This Means (2025 FDD)
According to Spray Net's 2025 Franchise Disclosure Document, the Trademark License granted to Spray Net by its affiliate, SN Quebec, can be terminated if Spray Net is in default or materially breaches the Trademark License. This breach would involve engaging in any activity that damages the marks or the goodwill of the Spray Net system. However, even if the Trademark License is terminated, Spray Net franchisees will still be able to use the Proprietary Marks until their individual Franchise Agreements expire or are otherwise terminated.
This arrangement has significant implications for prospective Spray Net franchisees. While the termination of the Trademark License between Spray Net and its affiliate would not immediately prevent franchisees from using the trademarks, it introduces uncertainty. The continued use of the marks is only guaranteed until the expiration or termination of the individual franchise agreement.
It is important to note that the FDD states that the Trademark License extends perpetually provided Spray Net is not in default or does not materially breach the Trademark License. This suggests that as long as Spray Net maintains its agreement with SN Quebec and does not damage the trademarks or goodwill, franchisees can expect to continue using the marks throughout their franchise term. Prospective franchisees should seek clarification from Spray Net regarding the specific conditions that could lead to a default or material breach of the Trademark License to fully understand the potential risks involved.
In the event of a trademark modification or discontinuation, Spray Net franchisees are responsible for the tangible costs of compliance, such as changing signage and promotional materials. Spray Net is not obligated to reimburse franchisees for any loss of revenue or expenditures incurred to promote a modified or substitute mark. This is a common practice in franchising, where franchisees typically bear the costs associated with adapting to changes in the franchisor's branding or trademarks.