Who has the discretion to determine whether to defend the use of Buildingstars' marks in case of a claim?
Buildingstars Franchise · 2025 FDDAnswer from 2025 FDD Document
- B. Contest of Marks. FRANCHISEE will not directly or indirectly contest or aid in contesting the validity or ownership of the Marks, trade secrets, methods, procedures and advertising techniques which are part of the System, or contest BUILDINGSTARS and BUILDINGSTARS' Affiliates' right to register, use or license others to use such names and Marks, trade secrets, methods, procedures and techniques. FRANCHISEE will not at any time (whether during the term of this Agreement or after expiration or termination thereof) directly or indirectly commit an act of infringement. FRANCHISEE agrees to promptly notify BUILDINGSTARS of any claim, demand, or suit based upon or arising from any attempt by anyone else to use the Marks, or any colorable variation thereof. BUILDINGSTARS or BUILDINGSTARS' Affiliates shall have the sole discretion to determine if they will defend the use of the Marks, and they are not obligated to defend the Marks. BUILDINGSTARS or BUILDINGSTARS' Affiliates have the right to control any administrative proceeding or litigation involving the Marks. FRANCHISEE shall execute any and all instruments and documents, render assistance, and do such acts as may, in the opinion of BUILDINGSTARS' counsel, be necessary or advisable to protect the interests of BUILDINGSTARS or its Affiliates in any such litigation, or proceedings, or to otherwise protect and maintain the interest of BUILDINGSTARS or its Affiliates in the Marks.
Source: Item 22 — CONTRACTS (FDD page 43)
What This Means (2025 FDD)
According to Buildingstars's 2025 Franchise Disclosure Document, Buildingstars or its affiliates have the sole discretion to determine whether to defend the use of their marks. They are not obligated to defend the marks. Buildingstars or its affiliates also retain the right to control any administrative proceeding or litigation involving the marks.
This means that if a third party attempts to use Buildingstars' trademarks or similar marks, it is up to Buildingstars, not the franchisee, to decide whether to take legal action to protect their brand. This decision is entirely at Buildingstars' discretion, and they are not required to defend the marks even if a franchisee believes it is necessary.
As a Buildingstars franchisee, you are obligated to promptly notify Buildingstars of any potential infringement. You must also assist Buildingstars in any legal proceedings they choose to undertake to protect their marks. This includes executing documents and providing assistance as deemed necessary by Buildingstars' counsel. This clause protects Buildingstars' brand identity and ensures they maintain control over their trademarks, but it also means franchisees have no direct control over trademark enforcement, even though their business relies on the brand's reputation.