How does Body Brain Center handle legal costs incurred in connection with loss contingencies?
Body_Brain_Center Franchise · 2025 FDDAnswer from 2025 FDD Document
gnees, without charge, all rights to any such Improvement, including the right to grant sublicenses. In return, we will authorize you to use any Improvements that we or other franchisees develop that we authorize for general use in connection with the operation of a Body & Brain business.
- 17.7 Notification of Infringements and Claims. You must immediately notify us of any: (i) apparent infringement of any of our Intellectual Property; (ii) challenge to your use of any of our Intellectual Property; or (iii) claim by any person of any rights in any of our Intellectual Property. You may not communicate with any person other than us and our counsel in connection with any such infringement, challenge or claim. We will have sole discretion to take such action as we deem appropriate. We have the right to exclusively control any litigation, Patent and Trademark Office proceeding, or other proceeding arising out of any such infringement, challenge or claim. You agree to execute any and all instruments and documents, render such assistance, and do such acts and things as may, in the opinion of our counsel, be necessary or advisable to protect and maintain our interest in any such litigation, Patent and Trademark Office proceeding or other proceeding, or to otherwise protect and maintain our interest in the Intellectual Property.
- 18. INDEMNITY.
Source: Item 23 — RECEIPT (FDD pages 43–178)
What This Means (2025 FDD)
According to Body Brain Center's 2025 Franchise Disclosure Document, franchisees are required to notify Body Brain Center immediately of any apparent infringement of their intellectual property, challenges to the use of their intellectual property, or claims by any person of any rights in their intellectual property. Franchisees may not communicate with any person other than Body Brain Center and their counsel in connection with any infringement, challenge, or claim.
Body Brain Center retains sole discretion to take action they deem appropriate and has the right to exclusively control any litigation, Patent and Trademark Office proceeding, or other proceeding arising out of any infringement, challenge, or claim. Franchisees must execute documents, render assistance, and perform acts necessary to protect Body Brain Center's interest in any litigation, Patent and Trademark Office proceeding, or other proceeding, or to otherwise protect and maintain their interest in the Intellectual Property.
The FDD also defines "Losses and Expenses" to include all compensatory, exemplary, and punitive damages; fines and penalties; attorneys' fees; experts' fees; court costs; costs associated with investigating and defending against Claims; settlement amounts; judgments; compensation for damages to Body Brain Center's reputation and goodwill; and all other costs, damages, liabilities and expenses associated with any of the foregoing losses and expenses or incurred by an Indemnified Party.
This means that Body Brain Center franchisees could face legal costs if they are involved in any claims related to intellectual property or other aspects of the business. The franchisee is obligated to assist Body Brain Center in protecting its intellectual property and may be required to cover various expenses if claims arise. Prospective franchisees should carefully consider these potential costs and obligations.