What is the franchisee's obligation regarding the replacement, modification, substitution, and/or discontinuance of Casiola's Licensed Marks?
Casiola Franchise · 2024 FDDAnswer from 2024 FDD Document
Franchisee agrees that at any time should Franchisor determine, in Franchisor's sole discretion and based on Franchisor's Reasonable Business Judgment, that it is advisable for Franchisor, the System, and/or Franchisee to replace, modify, substitute, and/or discontinue use of any Licensed Marks, then Franchisee shall comply with Franchisor's determination and instructions as to the replacement, modification, substitution, and/or discontinuance of such Licensed Marks. Franchisee shall comply within the foregoing requirements within a reasonable time period after notice by Franchisor. If Franchisee is required to take action pursuant to instruction by Franchisor pursuant to this Article 11.D. or, if Franchisee is otherwise required to replace, modify, substitute, and/or discontinue use of any Licensed Marks, the sole liability and obligation of Franchisor to Franchisee shall be to reimburse Franchisee for the reasonable and direct costs incurred by Franchisee in complying with this obligation, which Franchisee shall document to the satisfaction of Franchisor. Franchisor maintains the exclusive right, in Franchisor's Reasonable Business Judgment, to, in whole or in part, replace, modify, substitute and/or discontinue any and all features and/or components of the Licensed Marks and/or the System at any time.
Source: Item 23 — RECEIPTS (FDD pages 47–209)
What This Means (2024 FDD)
According to Casiola's 2024 Franchise Disclosure Document, Casiola has the authority to determine if the franchisee needs to replace, modify, substitute, or discontinue the use of any Licensed Marks. If Casiola decides that changes to the Licensed Marks are necessary for the benefit of Casiola, the System, or the franchisee, the franchisee must follow Casiola's instructions regarding these changes.
The franchisee is expected to comply with these requirements within a reasonable timeframe after receiving notice from Casiola. The document defines "Licensed Marks" as the trademarks, service marks, emblems, and indicia of origin, including the "Casiola" trademark and logo.
If the franchisee is required to take action to replace, modify, substitute, and/or discontinue use of any Licensed Marks, Casiola will reimburse the franchisee for the reasonable and direct costs incurred while complying with this obligation. The franchisee is responsible for documenting these costs to Casiola's satisfaction. Casiola retains the exclusive right to replace, modify, substitute, and/or discontinue any features or components of the Licensed Marks or the System based on its reasonable business judgment.