Brand License Agreement
Grant of License
The Licensor, Craftsman Painter, Inc., an Indiana Corporation (“Licensor”), hereby grants to the Licensee (“Licensee”), a non-exclusive, non-transferable license to use the Craftsman Painter brand, including but not limited to its name, logos, trademarks, service marks, trade dress, print and digital advertising collateral, websites, and brand guidelines (collectively, “Brand Assets”) in connection with the operation of a painting and interior design business within the limits of the Licensee service area.
The Licensee shall develop and implement its own standard operating procedures and manuals, which must comply with the Licensor's brand standards and applicable laws and regulations. The Licensor may provide templates or best practices guidance, but the Licensee retains independent control over these operational aspects.
Restriction on Entity Name: The Licensee acknowledges and agrees that the name “Craftsman Painter” is a proprietary trademark of Craftsman Painter, Inc. (“Licensor”) and is subject to trademark and brand protection laws. Therefore, the Licensee shall not, under any circumstances, register or attempt to register their legal entity name using the words “Craftsman Painter” either in full or in part, or any phonetically similar names or variants that could be confusingly similar to the Licensor's trademark.
Suggested Naming Conventions: In lieu of using “Craftsman Painter,” the Licensee is encouraged to operate under a legal entity name that reflects their own individual or business identity. This may include, but is not limited to:
- Operating as a sole proprietor under their own legal name.
- Incorporating the word “Painting” alongside their first name, last name, or a combination of both in their legal entity name (e.g., “John Doe Painting" or "Doe's Painting Solutions”).
Compliance and Enforcement: The Licensee agrees that adherence to this clause is critical to maintaining the integrity and distinctiveness of the Licensor's brand. Non-compliance with this clause will be considered a material breach of this agreement and may result in legal action and termination of the license granted herein.
Advisory: This clause is intended to preserve the distinct brand identity of Craftsman Painter while allowing the Licensee to establish and grow their unique brand presence in the market should this license agreement be terminated for any reason. Licensees are advised to consult with legal counsel to ensure that their chosen business name complies with local business registration laws and does not infringe upon any existing trademarks or intellectual property rights.
Subsequent Years: After the first year, the Licensor will re-evaluate the cost of Expansion Rights within the zip code, taking into account the factors listed above. The Licensor reserves the right to adjust the pricing of Expansion Rights annually to reflect market conditions and brand value.
Use of Brand Assets
The Licensee agrees to use the Brand Assets in strict accordance with the Licensor's brand guidelines, readily available on the Craftsman Painter company website (craftsmanpainter.com/brand-guidelines). Any deviation requires prior written approval from the Licensor.
The Licensee shall not modify, alter, or create derivative works based on the Brand Assets without prior written consent from the Licensor.
Google Workspace
The Licensor will provide the Licensee with a Google Workspace subscription, including access to Gmail, Calendar, Contacts, Drive, Docs, Sheets, Slides, Gemini, etc. for use in connection with its Craftsman Painter business. Google Voice (optional add-on) will incur an additional fee.
The Licensee agrees to use the Google Workspace in a professional manner and in accordance with the Licensor's policies and guidelines. The Licensee is solely responsible for the content it uploads or shares through the Google Workspace.
The Licensee acknowledges that the Google Workspace is owned and operated by Google and subject to Google's terms of service. The Licensor is not responsible for any interruption or outage of Google Workspace services.
Upon termination of this Agreement, the Licensee shall cease all use of the Google Workspace and delete all Craftsman Painter data stored in third-party drives or physical storage filing systems.
Quality Control
The Licensor shall have the right to conduct periodic audits or inspections of the Licensee's operations and services to ensure compliance with Craftsman Painter's quality standards, defined by the Painting Contractors Association (PCA) standards and the Craftsman Painter Standard & Oath (CPSO). The Licensor shall provide the Licensee with a copy of the PCA standards and the CPSO for reference.
Any recommendations for improvement provided by the Licensor are advisory in nature and do not constitute an obligation on the Licensee to implement them. The Licensee retains independent control over its operational and business decisions.
Independent Operation
The Licensee shall conduct its business independently and at its own risk. The Licensor shall not be involved in the day-to-day operations of the Licensee's business, and shall not be responsible for any liabilities or obligations incurred by the Licensee.
Training and Support
The Licensor will provide the Licensee with initial training on the proper use of the Brand Assets and brand standards. This training will focus on on-demand video, articles, and digital course content.
The Licensor will offer ongoing resources and guidance to the Licensee through asynchronous voice/video and chat via Google Chat to assist with maintaining brand consistency and best practices. This support does not extend to enforceable operational procedures or business management advice. Any recommendations for improvement provided by the Licensor are advisory in nature and do not constitute an obligation on the Licensee to implement them.
Customer Acquisition and Marketing
The Licensee is solely responsible for its own customer acquisition and marketing efforts, independent of the Licensor's network or marketing initiatives. The Licensee may use its own branding and marketing materials alongside the Craftsman Painter Brand Assets, provided they comply with the brand guidelines. Licensee may work with partner agencies who agree to comply with Craftsman Painter brand guidelines.
Craftsman Painter, Sherwin Williams Account
Licensee is granted permission to sign up for and use a Craftsman Painter Sherwin Williams account as a separate Job Account. Licensee is solely responsible for all charges incurred on this Job Account and must be current with payment of Accounts Payable. Licensee agrees to maintain a valid credit/debit card on file with Sherwin Williams for this Job Account. Licensees will only use their designated card for payments on the Job Account. Local pricing may be negotiated by licensee.
Fees and Royalties
The Licensee shall pay the Licensor a monthly membership fee of $99/month or an annual membership fee of $999, payable in advance. The Licensor reserves the right to adjust the membership fees upon reasonable notice to the Licensee.
There are no additional royalties or profit-sharing requirements associated with this license.
Confidential Information
The Licensee agrees to hold in strict confidence all confidential information of the Licensor, including trade secrets, customer lists, and intellectual property.
The Licensee's obligations to maintain confidentiality shall survive the termination of this Agreement for a period of three years.
Term and Termination
This Agreement shall be effective for a term of one year from the date of execution and may be automatically renewed without notice.
Either party may terminate this Agreement upon thirty (30) days' written notice for breach of any material terms of this Agreement.
Upon termination, the Licensee shall immediately cease all use of the Brand Assets and remove them from all website, marketing materials, and business signage.
The Licensee will cooperate with the Licensor in a transition period of ten (10) days to manage any ongoing projects or commitments to customers in a professional and timely manner.
Disclaimer of Franchise Relationship
This Agreement is not intended to be, and shall not be construed as, a franchise agreement. The Licensee does not acquire any franchise rights or privileges under this Agreement and operates its business independently and at its own risk.
Force Majeure
Neither party shall be liable for any delay or failure to perform its obligations under this Agreement due to causes beyond its reasonable control, including acts of God, natural disasters, strikes, or government regulations.
Customer Liability
The Licensee shall be solely responsible for all liabilities arising from its products, services, workmanship, and customer interactions. The Licensor shall not be liable for any claims, damages, or losses arising from the Licensee’s business operations.
The Licensee agrees to indemnify, defend, and hold harmless the Licensor from any claims, damages, liabilities, costs, and expenses arising out of or related to:
- The Licensee’s use of the Brand Assets or operation of its business in violation of this Agreement.
- Any infringement of intellectual property rights related to the Brand Assets.
- Any claims brought by a third party resulting from the Licensee’s actions or services.
Insurance and Licenses
The Licensee agrees to maintain adequate commercial general liability insurance, business endorsement on auto and/or commercial auto policy, and workers’ compensation insurance as required by law. The Licensee agrees to maintain state trade & business licensure where applicable. The Licensee warrants that it has the legal right to work in the United States and comply with all applicable laws and regulations.
Taxes
The Licensee shall be solely responsible for paying all taxes arising from its business operations.
Governing Law and Dispute Resolution
This Agreement shall be governed by and construed in accordance with the laws of the State of Indiana.
In the event of any dispute arising from this Agreement, the parties shall first attempt to resolve the dispute amicably through mediation. If mediation is unsuccessful, the dispute shall be settled by binding arbitration in accordance with the rules of the American Arbitration Association, and the American Rule.
Reporting and Communication
The Licensee agrees to submit regular reports and maintain ongoing communication with the Licensor through the designated Craftsman Painter Google Workspace account. All customer email communication shall be conducted using the Craftsman Painter Gmail account.
Severability
If any provision of this Agreement is held to be invalid or unenforceable, such provision shall be struck from this Agreement and the remaining provisions shall remain in full force and effect.
Counterparts and Electronic Signatures
This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Electronic signatures shall be deemed valid and binding for the execution of this Agreement.
Entire Agreement
This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior or contemporaneous communications, representations, or agreements, whether oral or written.