Does the Body20 Franchise Agreement require Body20 to participate in a franchisee's defense if they are party to a proceeding involving the Body20 marks?
Body20 Franchise · 2025 FDDAnswer from 2025 FDD Document
You must promptly notify us if any other person or Entity attempts to use any of the Marks or any colorable imitation of any of the Marks. You must immediately notify us of any infringement of or challenge to your use of any of the Marks. We will have the right to take any action that we deem appropriate, but the Franchise Agreement does not require us to take any action to protect your right to use any of the Marks or to participate in your defense and/or indemnify you for expenses or damages if you are a party to an administrative or judicial proceeding involving any of the Marks. We will have the right to control any administrative proceeding or litigation related to the Marks. We will be entitled to retain any and all proceeds, damages, and other sums, including attorneys' fees, recovered or owed to us or our affiliates in connection with any such action. You agree to execute all documents and, render any other assistance we may deem necessary to any such proceeding or any effort to maintain the continued validity and enforceability of the Marks.
Source: Item 13 — TRADEMARKS (FDD pages 53–54)
What This Means (2025 FDD)
According to Body20's 2025 Franchise Disclosure Document, Body20 is not required to participate in a franchisee's defense if they are involved in legal proceedings related to Body20's trademarks. While Body20 retains the right to take any action it deems appropriate to protect its trademarks, the Franchise Agreement explicitly states that Body20 is not obligated to participate in the franchisee's defense or provide indemnification for expenses or damages in such cases.
This means that if a Body20 franchisee faces a legal challenge related to the use of Body20's trademarks, the franchisee will likely be responsible for their own legal defense. Body20 maintains control over any administrative or litigation processes related to the marks and is entitled to all proceeds, damages, and attorney's fees recovered from such actions. The franchisee is required to assist Body20 in these proceedings by executing documents and providing necessary support to maintain the validity and enforceability of the trademarks.
This arrangement is fairly common in franchising, where franchisors prioritize protecting their brand and trademarks but may not always cover individual franchisees' legal costs. Prospective Body20 franchisees should be aware of this potential financial responsibility and factor it into their business planning. It would be prudent to discuss trademark protection and potential legal costs with existing franchisees and legal counsel before investing in a Body20 franchise.