With whom is an Annex Brands franchisee permitted to communicate regarding an infringement or challenge to the use of any Mark?
Annex_Brands Franchise · 2025 FDDAnswer from 2025 FDD Document
Franchisee agrees to notify Franchisor in writing of any apparent infringement of or challenge to Franchisee's use of any Mark, or of any claim by any person of any rights in any Mark or any similar trade name, trademark or service mark, promptly after Franchisee becomes aware of such infringement, challenge or claim.
Franchisee will not communicate with any person other than legal counsel, Franchisor and its counsel in connection with any such infringement, challenge or claim.
Franchisor will have sole discretion to take such action as it deems appropriate and sole right to control any litigation, or any U.S.
Patent and Trademark Office or other proceeding, arising out of any such infringement, challenge or claim, or otherwise relating to any Mark.
Source: Item 22 — Contracts (FDD pages 109–110)
What This Means (2025 FDD)
According to Annex Brands's 2025 Franchise Disclosure Document, a franchisee is limited in who they can communicate with regarding any infringement or challenge to the use of any Mark. Specifically, the franchisee can only communicate with their legal counsel, Annex Brands, and Annex Brands's counsel. This restriction is in place to ensure that Annex Brands maintains control over how such matters are handled and to protect the brand's interests.
This provision is important for prospective franchisees to understand because it restricts their ability to discuss potential legal issues with outside parties. If a franchisee becomes aware of an infringement or challenge, they must promptly notify Annex Brands in writing. They cannot independently seek advice or discuss the matter with other franchisees or external consultants without potentially violating the franchise agreement.
Annex Brands retains sole discretion to take action it deems appropriate and has the sole right to control any litigation or proceedings arising from such infringements, challenges, or claims. This includes proceedings in the U.S. Patent and Trademark Office. This clause underscores the importance of franchisees adhering to the communication guidelines and allowing Annex Brands to manage legal matters related to the Marks.
This type of clause is relatively standard in franchise agreements, as franchisors typically want to maintain tight control over their brand and trademarks. Franchisees should be aware of these limitations and ensure they follow the prescribed communication channels to avoid any potential breach of contract.