Does Best Brains require franchisees to sign instruments to protect interests in litigation?
Best_Brains Franchise · 2025 FDDAnswer from 2025 FDD Document
You must immediately notify us of any apparent infringement of or challenge to your use of any Mark, or claim by any person of any rights in any Mark, and you may not communicate with any person other than us and our counsel in connection with any infringement, challenge or claim. We and our affiliates will have sole discretion to take action as we deem appropriate and the right to exclusively control any litigation or USPTO or other proceeding arising out of any such infringement, challenge or claim or otherwise relating to any Mark and you must sign any and all instruments and documents, render assistance and actions as may, in the opinion of our or our affiliates' counsel, be necessary or advisable to protect and maintain our interests in any litigation or USPTO or other proceeding or to otherwise protect and maintain our interests in the Marks.
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.
Source: Item 13 — TRADEMARKS (FDD pages 29–30)
What This Means (2025 FDD)
According to Best Brains' 2025 Franchise Disclosure Document, franchisees are required to sign instruments and documents to protect the franchisor's interests in litigation. Specifically, if there is any apparent infringement of or challenge to the use of any mark, the franchisee must notify Best Brains immediately and cannot communicate with anyone other than Best Brains and its counsel regarding the issue. Best Brains has the sole discretion to take action and the right to exclusively control any litigation.
To protect Best Brains' interests in any litigation or proceeding related to its trademarks, franchisees must sign any and all instruments and documents, render assistance, and take actions deemed necessary or advisable by Best Brains' counsel. This obligation ensures that Best Brains can effectively defend and maintain its trademark rights.
Best Brains will indemnify franchisees against damages for which they are held liable in a proceeding where their use of any Mark, pursuant to and in compliance with the Franchise Agreement, constitutes trademark infringement, unfair competition or dilution. Best Brains will also reimburse franchisees for all costs reasonably incurred in the defense of any claim brought against them or in any proceeding in which they are named as a party, provided that the franchisee has timely notified Best Brains of the claim or proceeding and has otherwise complied with the Franchise Agreement. However, if Best Brains undertakes the defense of the proceeding, they will have no obligation to indemnify or reimburse the franchisee for any fees or disbursements of counsel they retain.
This requirement is fairly standard in franchising, as franchisors need to protect their trademarks, which are a critical asset. Prospective Best Brains franchisees should understand that they must cooperate fully with Best Brains in any trademark-related legal matters and that failure to do so could have legal and financial repercussions.