If litigation involving the principal trademarks is threatened against me, what is my obligation to Bojangles?
Bojangles Franchise · 2025 FDDAnswer from 2025 FDD Document
s that are material to any franchise.
In the event that litigation involving the principal trademarks is instituted or threatened against you, and you promptly notify us, we will conduct the defense and bear the expense of such litigation, and will be entitled to settle or otherwise dispose of the litigation on terms which, in our sole discretion, we may decide. You must cooperate fully with us in defending or settling such litigation.
The right to use the principal trademarks granted in the Franchise Agreement is non-exclusive. We, therefore, have and retain the rights, among others:
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- To use the principal trademarks in connection with selling products and services;
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- To grant other licenses for the principal trademarks, in addition to those licenses already granted to existing franchisees; and
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- To develop and establish other systems using the same or similar principal trademarks, or any other principal trademarks, and to grant licenses or franchises thereto without providing any rights therein to you.
Source: Item 13 — TRADEMARKS (FDD pages 50–52)
What This Means (2025 FDD)
According to Bojangles's 2025 Franchise Disclosure Document, if litigation involving the principal trademarks is threatened or instituted against a franchisee, the franchisee must promptly notify Bojangles. Bojangles will then conduct the defense and bear the expense of the litigation. Bojangles also has the right to settle or otherwise dispose of the litigation on terms they decide at their sole discretion. The franchisee is required to cooperate fully with Bojangles in defending or settling any such litigation. This is a fairly standard clause in franchise agreements, as franchisors typically want to control the defense of their trademarks.
This obligation is important because it ensures that Bojangles maintains control over its brand and trademarks. By taking responsibility for the defense of the trademarks, Bojangles can ensure that its brand is protected and that consistent legal strategies are employed. The requirement for the franchisee to cooperate fully is also crucial, as it allows Bojangles to gather necessary information and build a strong defense.
However, the FDD also states that Bojangles is not obligated to protect franchisees against claims of infringement or unfair competition with respect to the principal trademarks. Bojangles retains the sole right to direct and control any administrative proceeding or litigation involving the principal trademarks, including any settlement. This means that while Bojangles will handle the defense, the franchisee's interests might not always align perfectly with Bojangles's decisions, especially in settlement negotiations. Franchisees should be aware of this potential conflict and seek independent legal advice if they feel their interests are not being adequately represented.
Furthermore, Bojangles reserves the right to modify or discontinue principal trademarks or substitute different principal trademarks for use in identifying the Bojangles System and the businesses operating under it at its sole discretion and will have no obligation or liability to the franchisee as a result of any modification, discontinuance or substitution. This highlights the importance of understanding the terms of the franchise agreement and the potential for changes to the brand's trademarks over time.