Who has the sole discretion to take action regarding any infringement of a Best Brains Mark?
Best_Brains Franchise · 2025 FDDAnswer from 2025 FDD Document
ST BRAINS." Any sign face bearing the Marks will remain our property even though you may have paid a third party to make the sign faces.
Infringements. 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.
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
Source: Item 13 — TRADEMARKS (FDD pages 29–30)
What This Means (2025 FDD)
According to Best Brains's 2025 Franchise Disclosure Document, Best Brains and its affiliates retain sole discretion to act on infringements of their trademarks. As a franchisee, if you observe any potential infringement of a Best Brains mark, you must immediately inform Best Brains. You are not allowed to communicate with any other party besides Best Brains and their legal counsel regarding the infringement.
Best Brains maintains the exclusive right to control any legal proceedings related to trademark infringements, challenges, or claims. This includes litigation, actions before the USPTO (U.S. Patent and Trademark Office), or other proceedings. As a franchisee, you are obligated to sign documents and provide assistance as deemed necessary by Best Brains's counsel to protect their interests in such legal matters.
Best Brains will protect franchisees from expenses related to trademark infringement claims. Best Brains will cover damages the franchisee is liable for if their use of the Best Brains mark, in compliance with the franchise agreement, leads to a finding of trademark infringement, unfair competition, or dilution. Best Brains will also cover reasonable costs incurred by the franchisee in defending against such claims, provided that the franchisee has promptly notified Best Brains and followed the franchise agreement. However, Best Brains has the option to take over the defense of any legal proceeding, and if they do so, they are not obligated to reimburse the franchisee for legal counsel fees.
If Best Brains decides it is necessary to modify or discontinue the use of any mark, or to use additional or substitute marks, franchisees must comply with their instructions. In such cases, Best Brains's only obligation is to reimburse the franchisee for their direct out-of-pocket costs incurred in complying with these changes.