What must a Ben Jerrys franchisee do if there is litigation relating to their use of the Proprietary Marks?

According to Ben Jerrys's 2025 Franchise Disclosure Document, if there is any litigation relating to a franchisee's use of the Proprietary Marks, the franchisee must execute all documents and do all things as may be necessary to carry out a defense or prosecution. This includes becoming a nominal party to any legal action.

Ben Jerrys retains the right to direct and control any administrative proceeding or litigation involving the Proprietary Marks, including any settlement. Ben Jerrys also has the right, but not the obligation, to take action against uses by others that may constitute infringement of the Proprietary Marks. Ben Jerrys will defend a franchisee against any third-party claim, suit, or demand arising out of the franchisee's use of the Proprietary Marks, provided the franchisee has used the Proprietary Marks in accordance with the Franchise Agreement. In such cases, Ben Jerrys will bear the cost of defense, including the cost of any judgment or settlement, but the franchisee must bear the salary costs of their employees.

However, if Ben Jerrys determines that the franchisee has not used the Proprietary Marks in accordance with the Franchise Agreement, the franchisee must bear the cost of defense, including the cost of any judgment or settlement. Unless litigation results from the franchisee's use of the Proprietary Marks in a manner inconsistent with the terms of the Franchise Agreement, Ben Jerrys will reimburse the franchisee for their out-of-pocket costs. This means a Ben Jerrys franchisee needs to ensure they are using the Proprietary Marks as specified in the franchise agreement to receive support from the franchisor in case of litigation.