Who bears the reasonable cost of any action taken against infringement of Buona's marks, including attorney's fees?
Buona Franchise · 2025 FDDAnswer from 2025 FDD Document
- 5.7 Mark Infringement.
Franchisee shall immediately notify Franchisor in writing of any suspected infringement of, or challenge to, the validity of the ownership of, or Franchisor's and Franchisor's affiliate's right to use, the Marks.
Franchisee acknowledges that Franchisor and Franchisor's affiliate have the right, in their sole discretion, to determine whether any action will be taken on account of any possible infringement or illegal use of the Marks.
Franchisor and/or Franchisor's affiliate may prosecute the action in Franchisor's or Franchisor's affiliate's own name and may join Franchisee as a party to the action if Franchisor or Franchisor's affiliate determines it to be reasonably necessary for the continued protection and quality control of the Marks and the System.
Franchisor or Franchisor's affiliate shall bear the reasonable cost of any such action, including attorneys' fees.
Franchisee shall fully cooperate with Franchisor in any such litigation.
Source: Item 22 — CONTRACTS (FDD page 78)
What This Means (2025 FDD)
According to Buona's 2025 Franchise Disclosure Document, Buona or its affiliate will bear the reasonable costs, including attorney's fees, for any action taken against the infringement or illegal use of Buona's marks. Buona has the right to determine whether any action will be taken regarding possible infringement. Buona may prosecute the action in its own name and may include the franchisee as a party to the action if it is deemed reasonably necessary for the protection and quality control of the marks and the system. The franchisee is obligated to fully cooperate with Buona in any such litigation.
This means that if someone infringes on Buona's trademarks, Buona will take the lead in any legal action. Buona will cover the costs of these actions, including attorney's fees. However, the franchisee must promptly inform Buona of any suspected infringement or challenges to the validity or ownership of the marks.
This arrangement protects the franchisee from bearing the financial burden of enforcing Buona's trademarks. However, it also means that the franchisee has limited control over how Buona chooses to handle infringement issues. The franchisee's main responsibility is to report any suspected infringement and cooperate with Buona in any resulting litigation. This is a fairly standard practice in franchising, as the franchisor typically owns and protects the intellectual property associated with the brand.