In the Brueggers Bagels agreement, what is the licensee's responsibility regarding cooperation with the licensor in defending claims?
Brueggers_Bagels Franchise · 2025 FDDAnswer from 2025 FDD Document
- **3.6.
Defense of Marks and System by Licensor.** If Licensee receives notice or is informed or learns of any claim, suit or demand against Licensee on account of any alleged infringement, unfair competition, or similar matter relating to Licensee's use of the Marks, Licensee shall promptly notify Licensor of such claim, suit or demand.
Upon receiving such notice, Licensor shall promptly consider and may take such action as it deems necessary to protect the Marks and the System.
Licensor shall have the right to defend, compromise or settle any such claim, in its sole discretion and at Licensor's sole cost and expense, using attorneys of its own choosing.
Licensee agrees to cooperate fully with Licensor in connection with the defense of any such claim.
Licensee shall not settle or compromise any such claim without the prior written consent of Licensor.
Licensee may participate at Licensee's own expense in such defense or settlement, but Licensor's decision with regard to such defense or settlement shall be final.
Source: Item 22 — CONTRACTS (FDD page 61)
What This Means (2025 FDD)
According to Brueggers Bagels's 2025 Franchise Disclosure Document, the licensee has specific responsibilities regarding cooperation with the licensor in defending claims related to the use of trademarks and the Brueggers Bagels system. If a licensee receives notice of any claim, suit, or demand against them concerning alleged infringement, unfair competition, or similar issues related to the use of Brueggers Bagels' marks, the licensee must promptly notify Brueggers Bagels of such claim.
Upon receiving such notice, Brueggers Bagels will consider and may take action to protect the marks and the system. Brueggers Bagels has the right to defend, compromise, or settle any such claim at its sole discretion and expense, using attorneys of its choosing. The licensee is obligated to cooperate fully with Brueggers Bagels in the defense of any such claim.
The licensee is prohibited from settling or compromising any claim without the prior written consent of Brueggers Bagels. The licensee may participate in the defense or settlement at their own expense, but Brueggers Bagels' decision regarding the defense or settlement will be final. This clause ensures that Brueggers Bagels maintains control over the defense of its trademarks and system, while also involving the licensee in the process.