If Aira Fitness determines that a trademark infringement action requires changes or substitutions to the Marks, who is responsible for making those changes or substitutions?

According to Aira Fitness's 2025 Franchise Disclosure Document, if Aira Fitness determines that a trademark infringement action requires changes or substitutions to the Marks, the franchisee is responsible for making those changes or substitutions at their own expense. This means that if Aira Fitness faces a legal challenge regarding its trademarks and decides to modify them, franchisees must bear the cost of implementing these changes in their own businesses.

This requirement places a financial burden on the franchisee, as they will need to cover expenses related to updating signage, marketing materials, and any other branded items to reflect the new Marks. It is a notable risk for franchisees, as trademark disputes can arise unexpectedly and lead to unplanned expenditures. Franchisees should factor in this potential cost when assessing the overall investment and profitability of an Aira Fitness franchise.

Furthermore, Aira Fitness retains the right to control all administrative proceedings and litigation involving the Marks, and the Franchise Agreement does not require Aira Fitness to participate in the franchisee's defense or indemnify them for expenses or damages. This reinforces that franchisees are responsible for the costs associated with changes or substitutions to the Marks, even if legal issues arise. This is a fairly standard practice in franchising, where the franchisor typically manages the trademarks but the franchisee bears the cost of implementing required changes.

Prospective franchisees should carefully consider this aspect of the franchise agreement and evaluate their financial capacity to handle potential trademark-related expenses. It would be prudent to discuss with Aira Fitness what measures they take to protect their trademarks and what support they might offer franchisees in the event of a required brand change.