What right does Buff City Soap retain regarding litigation related to trademark infringement?
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.
Source: Item 13 — TRADEMARKS (FDD pages 46–48)
What This Means (2025 FDD)
According to the 2025 Buff City Soap Franchise Disclosure Document, Buff City Soap retains the sole right and option to take action it deems appropriate regarding infringement or challenges to the use of any mark or other intellectual property. This includes the right to exclusively control any litigation arising out of such infringement, challenge, or claim, including taking legal steps to prevent infringement of rights granted under the Franchise Agreement. The franchisee is obligated to notify Buff City Soap immediately of any apparent infringement or challenge to the use of any mark or other intellectual property. The franchisee must also notify Buff City Soap of any claim by any person of any rights in any mark or other intellectual property. Franchisees are prohibited from communicating with anyone other than Buff City Soap, their attorneys, and the franchisee's attorneys regarding any infringement, challenge, or claim.
This means that as a Buff City Soap franchisee, you are required to report any potential trademark infringements to Buff City Soap and allow them to handle any legal actions. You must also sign documents and provide assistance that Buff City Soap deems necessary to protect their interests in the marks or other intellectual property. This is a common practice in franchising, as franchisors typically want to maintain control over their brand and protect their trademarks uniformly.
Buff City Soap does not have any obligation to take affirmative action, participate in the franchisee's defense, or indemnify the franchisee for expenses or damages if the franchisee becomes a party to an administrative or judicial proceeding involving a mark licensed to them or if the proceeding is resolved unfavorably to the franchisee. Buff City Soap may require the franchisee to use additional or alternative marks or other intellectual property at any time. If Buff City Soap deems it advisable to modify or discontinue the use of any mark or other intellectual property, the franchisee will comply with their directions within a reasonable time after receiving notice from them. The franchisee 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. The franchisee does not have any rights under the franchise agreement if Buff City Soap requires them to modify or discontinue using a trademark.