When must an Aira Fitness franchisee notify the franchisor of any infringement or unauthorized use of the patents or copyrights?
Aira_Fitness Franchise · 2025 FDDAnswer from 2025 FDD Document
If there is any infringement of, or challenge to, your use of the Marks, you must immediately notify us, and we will take action that we deem appropriate. We have the right to control all administrative proceedings and litigation involving the Marks. The Franchise Agreement does not require us to take affirmative action if notified of the claim. The Franchise Agreement also does not require us to participate in your defense or to indemnify you for expenses or damages if you are a party to an administrative or judicial proceeding based on your use of the Marks, or if the proceeding is resolved unfavorably to you. If we determine that a trademark infringement action requires changes or substitutions to the Marks, you must make the changes or substitutions at your own expense.
Source: Item 14 — **PATENTS, COPYRIGHTS AND PROPRIETARY INFORMATION (FDD pages 46–47)
What This Means (2025 FDD)
According to Aira Fitness's 2025 Franchise Disclosure Document, if a franchisee becomes aware of any infringement or challenges to their use of the Aira Fitness trademarks, they must immediately notify Aira Fitness. This requirement ensures that Aira Fitness can take appropriate action to protect its brand and intellectual property.
The FDD states that Aira Fitness has the right to control all administrative proceedings and litigation involving the trademarks. However, the Franchise Agreement does not obligate Aira Fitness to take affirmative action upon notification of a claim, participate in the franchisee's defense, or indemnify the franchisee for expenses or damages if the franchisee is involved in legal proceedings related to the use of the marks. This means the franchisee could bear the costs of defending their use of the trademarks.
Furthermore, if Aira Fitness determines that a trademark infringement action necessitates changes or substitutions to the marks, the franchisee is responsible for making these changes at their own expense. This could involve updating signage, marketing materials, and other branded items, potentially incurring significant costs for the franchisee. This is a fairly standard clause in franchise agreements, as franchisors typically want to maintain control over their brand and trademarks, but it's important for franchisees to be aware of the potential financial implications.