Besides Franchisor and its counsel, with whom is an Anago Subfranchisor prohibited from communicating regarding any infringement, challenge, or claim, except under judicial process?
Anago Franchise · 2025 FDDAnswer from 2025 FDD Document
- (b) Subfranchisor will not communicate with anyone except Franchisor and its counsel about any infringement, challenge or claim except under judicial process. Franchisor has sole discretion to take action as it deems appropriate (including not taking any action) in any infringement, challenge or claim, and the sole right to control exclusively any litigation or other proceeding involving any infringement, challenge or claim involving any Proprietary Mark. Subfranchisor must sign all instruments and documents, render all assistance, and do all acts that Franchisor's attorneys deem necessary or advisable in order to protect and maintain Franchisor's interest in any litigation or proceeding involving the Proprietary Marks or otherwise to protect and maintain Franchisor's interests in the Proprietary Marks; provided Franchisor will reimburse Subfranchisor for the reasonable out-of-pocket expenses incurred and paid by Subfranchisor in complying with these requirements; and
Source: Item 23 — RECEIPTS (FDD pages 62–298)
What This Means (2025 FDD)
According to Anago's 2025 Franchise Disclosure Document, a Subfranchisor is prohibited from communicating with anyone, other than Anago and its counsel, regarding any infringement, challenge, or claim related to a Proprietary Mark, except when required under judicial process. This restriction ensures that Anago maintains exclusive control over any legal matters concerning its trademarks.
This provision means that if a Subfranchisor becomes aware of any potential trademark infringement or challenge, they must immediately notify Anago in writing, no later than 10 days after becoming aware of the issue. However, the Subfranchisor cannot discuss the matter with any other party without potentially breaching the franchise agreement.
Anago retains the sole discretion to decide on the appropriate course of action, including whether or not to pursue legal action. The Subfranchisor is obligated to cooperate fully with Anago's legal efforts, including signing necessary documents and providing assistance as needed. Anago will cover the Subfranchisor's reasonable out-of-pocket expenses incurred while complying with these requirements. This clause protects Anago's brand and trademarks by centralizing control over legal matters.