Is Aira Fitness obligated to participate in the defense of franchisees against infringement claims arising out of their use of any 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, Aira Fitness is not required to participate in the defense of franchisees or indemnify them for expenses or damages if they are involved in an administrative or judicial proceeding related to the use of the Marks, or if the proceeding is resolved unfavorably to the franchisee. However, if there is any infringement of, or challenge to, your use of the Marks, you must immediately notify Aira Fitness, and they will take action that they deem appropriate. Aira Fitness retains the right to control all administrative proceedings and litigation involving the Marks.
If Aira Fitness determines that a trademark infringement action requires changes or substitutions to the Marks, the franchisee must make these changes at their own expense. This means that franchisees bear the financial burden of adapting to changes Aira Fitness deems necessary to protect its trademarks.
While Aira Fitness retains control over trademark-related legal matters and will take action they deem appropriate, the franchisee is responsible for the costs associated with any required changes to the Marks. This arrangement places the financial risk of trademark-related issues primarily on the franchisee, which is a significant consideration for prospective franchisees.