20.1 The Franchisee acknowledges that the Franchisor is the owner of or it has the right to use all IP Rights pertaining to the System and the goodwill associated therewith and that the goodwill and the IP Rights shall be for the benefit of the Franchisor exclusively.

20.2 The Franchisee shall use the IP Rights only in the manner required and permitted by the Franchisor and only in connection with the operation of the Business. The Franchisee shall use no trademarks and/or trade names and/or insignia, design, logo other than the IP Rights without the Franchisor’s prior written consent.

20.3 The Franchisee shall not register or attempt to register any of the IP Rights in the Franchisee’s name or that of any third party.

20.4 The Franchisee shall not, without the Franchisor’s prior written consent, register any company name or make use of any business name incorporating any of the IP Rights.

It is important for the franchisor that the franchisee does not include the franchisor’s name or trademark in its company or business name, first because this might give the impression that the franchisee is not independent from the franchisor and second because it may be very difficult for the franchisor to force the franchisee to change its name, in particular once the contract is terminated.

20.5 The Franchisee’s obligations under Articles 20.2, 20.3 and 20.4 are also extended to trademarks and/or trade names and/or insignia, design, logo confusingly similar to the IP Rights.

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20.6 If the Franchisee becomes aware of any infringement or threatened infringement of any of the IP Rights, or of any claim asserted by a third party in respect of the use of any of the aforesaid within the Territory, the Franchisee shall promptly inform the Franchisor.

20.7 The Franchisor shall have the conduct of all proceedings relating to the IP Rights and shall in its sole discretion decide what action to take, if any. The Franchisee shall provide the Franchisor at the Franchisor’s expense with full assistance in such proceedings.

20.8 During the term of the Contract, the Franchisee must expressly identify itself as a licensee (and not the owner) of the Trademarks and Trade Names on all invoices, order forms, receipts, business stationery, and contracts, as well as display a notice in such form and content and at such conspicuous locations as the Franchisor designates in writing.

20.9 The Franchisee shall comply with the Franchisor’s requirements regarding the public image of the franchise network which, among others, include requirements as to stationery and invoices to be used in connection with the operation of the System.

2620.10 Upon signature of the Contract the Franchisee shall arrange for the conclusion of a formal Trademark license and the registration thereof at the Trademarks registry or registries of the Territory, at its own expense and shall make any other necessary filings under national law to reflect its status as a licensee.

In certain jurisdictions, it is appropriate for a formal trademark license executed by the franchisor and the franchisee to be filed at the relevant trademark registry to ensure that the franchisee’s use of the mark inures to the franchisor’s benefit only.

2720.11 The Franchisee expressly acknowledges and agrees that: any and all goodwill arising from the Franchisee’s use of the IP Rights in accordance with the System is solely and exclusively for the Franchisor’s benefit, and upon expiration or termination of this Contract, no monetary amount will be assigned as attributable to any goodwill associated with the Franchisee’s use of the System or the IP Rights.

In certain jurisdictions, this provision may not be sufficient however to override any mandatory national law for compensation which may be deemed to apply to franchise agreements (see Introduction, § 10).

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