What is a Buff City Soap franchisee's obligation if they notice an infringement of the Marks?
Buff_City_Soap Franchise · 2025 FDDAnswer from 2025 FDD Document
We have no affirmative duty to protect your right to use the Marks but intend to take appropriate actions if the need arises. You must notify us immediately of any apparent infringement or challenge to its use of any Mark or other intellectual property, or of any claim by any person of any rights in any Mark or other intellectual property and will not communicate with any person other than us and our attorneys, and your attorneys, in connection with any such infringement, challenge or claim. We have the sole right and option to take such action as we deem appropriate and the right to control exclusively any litigation arising out of any such infringement, challenge or claim or otherwise relating to any Mark or other intellectual property, including the taking of such legal steps as may be available to us under applicable law to prevent infringement of the rights granted under the Franchise Agreement. You will sign any and all instruments and documents, render such assistance and do such acts and things as, in the opinion of our attorneys, may be necessary or advisable to protect and maintain our interests in the Marks or other intellectual property.
We do not have any obligation to take any affirmative action, participate in your defense, or indemnify you for expenses or damages if you become a party to an administrative or judicial proceeding involving a Mark we license to you or if the proceeding is resolved unfavorably to you. We may, at any time, at our sole option, require you to use any additional or alternative Marks or other intellectual property. If we deem it advisable to modify or discontinue the use of any Mark or other intellectual property and/or use one or more additional, alternative or substitute trade or service marks, you will comply with our directions within a reasonable time after receiving notice from us. You will be responsible for all costs and expenses relating to the modification or discontinuance of the use of any Mark, other intellectual property and/or the use of one or more additional, alternative or substitute trade or service marks. You do not have any rights under the franchise agreement if we require you to modify or discontinue using a trademark.
Source: Item 13 — TRADEMARKS (FDD pages 46–48)
What This Means (2025 FDD)
According to the 2025 Buff City Soap Franchise Disclosure Document, franchisees have a responsibility to immediately notify Buff City Soap of any potential infringement or challenges to the use of their trademarks or other intellectual property. Franchisees are prohibited from communicating with any party other than Buff City Soap and their attorneys, as well as the franchisee's own attorneys, regarding such matters.
Buff City Soap retains the exclusive right and option to take any action it deems necessary to address the infringement, challenge, or claim, including legal action. The franchisee is obligated to cooperate fully by signing documents and providing assistance as required by Buff City Soap's attorneys to protect the brand's interests in its trademarks and other intellectual property.
Buff City Soap does not have any obligation to take any affirmative action, participate in the franchisee's defense, or indemnify them for expenses or damages if the franchisee becomes involved in an administrative or judicial proceeding related to a licensed Mark or if the proceeding is resolved unfavorably to the franchisee. Buff City Soap may require franchisees to use additional or alternative Marks or other intellectual property at any time. Franchisees are responsible for all costs associated with modifying or discontinuing the use of any Mark or adopting alternative Marks. Franchisees do not have any rights under the franchise agreement if Buff City Soap requires them to modify or discontinue using a trademark.