What is an Apricot Lane franchisee required to do if another party attempts to use the Apricot Lane Marks?
Apricot_Lane Franchise · 2025 FDDAnswer from 2025 FDD Document
C. Notice of Claim
FRANCHISEE shall promptly notify FRANCHISOR of any claim, demand, or cause of action based upon or arising from any attempt by any other person, firm or corporation to use the Marks or any colorable imitation thereof. FRANCHISEE shall also notify FRANCHISOR of any action, claim or demand against FRANCHISEE relating to the Marks, within ten (10) days after FRANCHISEE receives notice of said action, claim or demand. Upon receipt of timely notice of an action, claim or demand against FRANCHISEE relating to the Marks, FRANCHISOR shall have the sole right to defend any such action. FRANCHISOR shall have the exclusive right to contest or bring action against any third party regarding the third party's use of any of the Marks and shall exercise such right in its sole discretion. In any defense or prosecution of any litigation relating to the Marks or components of the System undertaken by FRANCHISOR, FRANCHISEE shall cooperate with FRANCHISOR and execute any and all documents and take all actions as may be desirable or necessary in the opinion of FRANCHISOR's counsel, to carry out such defense or prosecution. Both parties will make every effort consistent with the foregoing to protect, maintain, and promote the Marks and their distinguishing characteristics (and the other service marks, trademarks, slogans, etc., associated with the System) as standing for the System and only the System. However, FRANCHISOR is not obligated to defend, hold harmless or indemnify FRANCHISEE in connection with claims arising out of FRANCHISEE's use of the Marks.
Source: Item 23 — RECEIPTS (FDD pages 51–222)
What This Means (2025 FDD)
According to the 2025 Apricot Lane FDD, if a franchisee becomes aware of another party attempting to use the Apricot Lane marks or any similar imitation, the franchisee is required to promptly notify Apricot Lane. Additionally, the franchisee must inform Apricot Lane of any claims, demands, or actions against them related to the Marks within ten days of receiving notice.
Upon receiving notice, Apricot Lane has the sole right to defend any action against a third party regarding the use of the Apricot Lane marks. Apricot Lane also has the exclusive right to contest or bring action against any third party regarding the third party's use of any of the Marks and will exercise this right at its sole discretion.
The Apricot Lane franchisee is obligated to cooperate with Apricot Lane in any defense or prosecution related to the Marks. This includes executing documents and taking actions deemed necessary by Apricot Lane's counsel. Both parties are expected to make every effort to protect, maintain, and promote the Marks. However, Apricot Lane is not obligated to defend, hold harmless, or indemnify the franchisee in connection with claims arising out of the franchisee's use of the Marks.
This clause ensures that Apricot Lane maintains control over its brand and trademarks, while also requiring franchisees to actively participate in protecting the brand's integrity. Franchisees benefit from the franchisor's legal expertise and resources in trademark protection, but they also bear the responsibility of promptly reporting any potential infringement.