What are the conditions under which Byrider Franchising Partners can modify the Franchise Agreement (as implied by obligations in Item 9) and how does this relate to the use of trademarks (Item 13)?
Byrider Franchise · 2025 FDDAnswer from 2025 FDD Document
yrider Franchising Partners interests in the Marks.
If, in the circumstance of a trademark infringement challenge, Byrider Franchising Partners in its sole discretion directs you to modify or discontinue the use of any Mark or use one or more additional or substitute trade or service marks, you must comply with Byrider Franchising Partners' directions within a reasonable time after receiving notice. Byrider Franchising Partners will reimburse you for your reasonable direct expenses of changing printed advertising and marketing materials for which you have paid. However, Byrider Franchising Partners will not be obligated to reimburse you for any loss of revenue attributable to any modified or discontinued Mark or for any expenditures you make to promote a modified or substitute trademark or service mark.
Byrider Franchising Partners will indemnify you against and reimburse you for all damages for which you are held liable in any proceeding from your authorized use of any Mark, and for all costs you reasonably incur in defending any claim brought against you or any proceeding in which you are named as a party, if you have timely notified Byrider Franchising Partners of the claim or proceeding and otherwise have complied with the Franchise Agreement. Byrider Franchising Partners is entitled, at its option, to defend and control the defense of any proceeding resulting from your use of any Mark.
Byrider Franchising Partners does not actually know of any superior prior rights or of any infringing uses that could materially affect your use of the Marks or a franchisee's use of its principal trademarks in any state.
ITEM 14
PATENTS, COPYRIGHTS AND PROPRIETARY INFORMATION
There are no patents that are material to the franchise, nor do we have any pending patent applications that are material to the franchise.
What This Means (2025 FDD)
According to Byrider's 2025 Franchise Disclosure Document, Byrider Franchising Partners has the right to direct a franchisee to modify or discontinue the use of any mark or use substitute trade or service marks in the event of a trademark infringement challenge. If this occurs, the franchisee must comply with Byrider Franchising Partners' directions within a reasonable time after receiving notice. Byrider Franchising Partners will cover the franchisee's reasonable direct expenses of changing printed advertising and marketing materials for which the franchisee has already paid. However, Byrider Franchising Partners is not obligated to reimburse the franchisee for any loss of revenue due to the modified or discontinued mark or for any expenses to promote a modified or substitute trademark or service mark.
Furthermore, the franchisee must notify Byrider Franchising Partners immediately of any apparent infringement or challenge to the use of any Mark, or of any claim by any person of any rights in any Mark. The franchisee may only communicate about the infringement, challenge, or claim with Byrider Franchising Partners, Byrider Franchising Partners' attorneys, and their own attorneys. Byrider Franchising Partners has sole discretion to take action and the right to control any litigation or administrative proceeding concerning any Mark. The franchisee must sign documents and provide assistance necessary to protect Byrider Franchising Partners' interests in any litigation or proceeding.
These stipulations mean that Byrider franchisees must be prepared to adapt their branding and marketing materials if Byrider Franchising Partners deems it necessary to address trademark concerns. While Byrider will cover some direct costs, franchisees bear the risk of lost revenue and additional promotional expenses associated with any required changes. This highlights the importance of Byrider's control over its trademarks and the franchisee's dependence on Byrider's decisions regarding trademark protection and usage.