In the Best Western AutoClerk agreement, under what circumstances can AutoClerk terminate the agreement if the Service infringes on intellectual property rights?
Best_Western Franchise · 2025 FDDAnswer from 2025 FDD Document
- 4.4 Mitigation.
If the Service, or any part of the Service, is, or in AutoClerk's opinion is likely to infringe, misappropriate or otherwise violate any third party's Intellectual Property Rights, or if Customer's use of the Service is enjoined or threatened to be enjoined, AutoClerk may, at its option: (i) obtain the right for Customer to continue to use the Service as contemplated by this Agreement; (ii) modify or replace the Service; or (iii) terminate this Agreement, in its entirety or with respect to the affected feature of the Service, effective immediately on written notice to Customer.
In the event this Agreement is terminated pursuant to the foregoing, Customer shall cease all use of the Service, and AutoClerk shall refund to Customer, a pro rata share of any Fees prepaid by Customer for the remaining portion of the Term.
- 4.5 Sole Remedy.
SECTION 4 SETS FORTH CUSTOMER'S SOLE REMEDIES AND AUTOCLERK'S AND ITS AFFILIATES' SOLE LIABILITY AND OBLIGATION FOR ANY ACTUAL, THREATENED OR ALLEGED ACTIONS THAT THIS AGREEMENT OR ANY SUBJECT MATTER HEREOF (INCLUDING THE SERVICE) INFRINGES, MISAPPROPRIATES OR OTHERWISE VIOLATES ANY INTELLECTUAL PROPERTY RIGHTS OF ANY PARTY.
Source: Item 23 — Receipts (FDD pages 108–413)
What This Means (2025 FDD)
According to Best Western's 2025 Franchise Disclosure Document, AutoClerk has options if the Service it provides to a Best Western franchisee infringes on intellectual property rights. Specifically, if AutoClerk believes the Service violates a third party's intellectual property rights, or if the franchisee's use of the Service is threatened with an injunction, AutoClerk can take action.
AutoClerk's options include: securing the right for the franchisee to continue using the Service, modifying or replacing the Service to avoid infringement, or terminating the agreement. If AutoClerk chooses to terminate the agreement, it will provide written notice to the franchisee and refund a pro rata share of any prepaid fees for the remaining term.
It is important to note that the FDD states this section outlines the franchisee's sole remedies and AutoClerk's sole liability regarding intellectual property infringement. This means that Best Western franchisees have limited recourse beyond what is described in the agreement if intellectual property issues arise with the AutoClerk service.