Under what conditions will Body Brain Center have no liability to the franchisee for exercising discretion?
Body_Brain_Center Franchise · 2025 FDDAnswer from 2025 FDD Document
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.
Source: Item 23 — RECEIPT (FDD pages 43–178)
What This Means (2025 FDD)
According to the 2025 Body Brain Center Franchise Disclosure Document, Body Brain Center has sole discretion to take action it deems appropriate regarding infringements, challenges, or claims related to intellectual property. The franchisee must notify Body Brain Center immediately of any apparent infringement of intellectual property, challenges to the franchisee's use of intellectual property, or claims by any person of rights in Body Brain Center's intellectual property. The franchisee may not communicate with anyone other than Body Brain Center and its counsel regarding any infringement, challenge, or claim.
Body Brain Center retains the exclusive right to control any litigation, Patent and Trademark Office proceeding, or other proceeding arising from any infringement, challenge, or claim. The franchisee is obligated to execute documents, provide assistance, and perform actions deemed necessary by Body Brain Center's counsel to protect and maintain Body Brain Center's interest in any litigation, Patent and Trademark Office proceeding, or other proceeding, or to protect and maintain Body Brain Center's interest in the intellectual property.
This means that Body Brain Center has significant control over how intellectual property matters are handled, and franchisees must cooperate fully with Body Brain Center's decisions. Franchisees relinquish control over legal proceedings related to intellectual property and must rely on Body Brain Center's judgment. This arrangement is typical in franchising, as franchisors need to protect their brand and intellectual property consistently across all franchise locations.