What must a Best Brains franchisee do to receive indemnification for trademark infringement?
Best_Brains Franchise · 2025 FDDAnswer from 2025 FDD Document
We will indemnify you against, and reimburse you for, all damages for which you are held liable in any proceeding in which your use of any Mark, pursuant to and in compliance with the Franchise Agreement, is held to constitute trademark infringement, unfair competition or dilution, and for all costs reasonably incurred by you in the defense of any claim brought against you or in any proceeding in which you are named as a party, provided that you have timely notified us of the claim or proceeding and have otherwise complied with the Franchise Agreement. We, in our discretion, will be entitled to defend any proceeding arising out of your use of any Mark pursuant to the Franchise Agreement, and, if we undertake the defense of the proceeding, we will have no obligation to indemnify or reimburse you for any fees or disbursements of counsel you retain.
If it becomes advisable at any time in our sole discretion for us and/or you to modify or discontinue use of any Mark, and/or use one or more additional or substitute trade or service marks, you must comply with our instructions within a reasonable time after notice by us, and our sole obligation in any event will be to reimburse you for your out-of-pocket costs of complying with this obligation.
Source: Item 13 — TRADEMARKS (FDD pages 29–30)
What This Means (2025 FDD)
According to Best Brains's 2025 Franchise Disclosure Document, Best Brains will indemnify a franchisee against damages if the franchisee's use of any Best Brains mark, while following the Franchise Agreement, is found to be trademark infringement, unfair competition, or dilution. Best Brains will also cover all costs reasonably incurred by the franchisee in defending against any claim or proceeding in which they are named as a party.
However, there are conditions. To be eligible for indemnification, the franchisee must promptly notify Best Brains of any claim or proceeding and must have otherwise complied with all terms of the Franchise Agreement. Best Brains has the right to defend any proceeding arising from the franchisee's use of a Best Brains mark under the Franchise Agreement. If Best Brains chooses to defend the proceeding, they are not obligated to reimburse the franchisee for any attorney's fees the franchisee incurs.
In the event that Best Brains decides it is necessary to modify or discontinue the use of any mark, or to use additional or substitute marks, the franchisee must comply with Best Brains's instructions within a reasonable time after receiving notice. In such cases, Best Brains's only obligation is to reimburse the franchisee for their out-of-pocket costs of complying with this obligation.