Besides indemnification, is Cicis obligated to protect a franchisee's rights to use the Marks or to protect them against claims of infringement or unfair competition?
Cicis Franchise · 2025 FDDAnswer from 2025 FDD Document
to grant additional licenses of the Marks after expiration or termination of our license.
We will indemnify you against all damages for which you are held liable in any proceeding resulting from your use of any of the Marks, so long as your conduct and the conduct of your Controlling Principals in the proceeding and in the use of the Marks is in full compliance with the terms of the Franchise Agreement. Other than this, we are not obligated to protect your rights to use the Marks or to protect you against claims of infringement or unfair competition.
You must immediately notify us of any infringement of the Marks or of any challenge to the use of any of the Marks or claim by any person of any rights in any of the Marks. You and your Controlling Principals must agree not to communicate with any person other than us and our counsel about any such infringement, challenge or claim. We have sole discretion to take any action we deem appropriate and the right to exclusively control any litigation or USPTO (or other) proceeding arising out of any infringement, challenge, or claim concerning any of the Marks. You must execute all instruments and documents and give us any assistance that in our counsel's opinion may be necessary or advisable to protect and maintain our interests in any such litigation or proceeding or to otherwise protect and maintain our interest in the Marks.
You may not use any of the Marks as part of your corporate or other legal name. You must also follow our instructions for identifying yourself as a franchisee and for filing and maintaining the requisite trade name or fictitious name registrations. You must execute any documents we or our counsel determine are necessary to obtain protection for the Marks or to maintain their continued validity and enforceability.
Source: Item 13 — TRADEMARKS (FDD pages 41–42)
What This Means (2025 FDD)
According to Cicis's 2025 Franchise Disclosure Document, Cicis is only obligated to protect a franchisee's rights to use the Marks or protect them against claims of infringement or unfair competition through indemnification. Cicis will indemnify a franchisee against damages for which they are held liable in any proceeding resulting from the franchisee's use of any of the Marks. However, this is conditional on the franchisee's conduct and the conduct of their Controlling Principals being in full compliance with the terms of the Franchise Agreement.
Beyond this indemnification, Cicis is not obligated to take further action to protect the franchisee's rights to use the Marks or to defend against claims of infringement or unfair competition. However, franchisees must immediately notify Cicis of any infringement of the Marks, any challenge to their use, or any claim by any person of rights in the Marks. Franchisees and their Controlling Principals must agree not to communicate with anyone other than Cicis and its counsel about any such infringement, challenge, or claim.
Cicis retains sole discretion to take any action it deems appropriate and has the exclusive right to control any litigation or USPTO proceeding arising from infringement, challenge, or claim concerning any of the Marks. Franchisees are required to execute all instruments and documents and provide any assistance that Cicis's counsel deems necessary to protect and maintain Cicis's interests in any litigation or proceeding or to otherwise protect and maintain its interest in the Marks. This means that while Cicis provides some protection through indemnification, the franchisee has a responsibility to report any potential issues and cooperate with Cicis in protecting the Marks.
Cicis also reserves the right to substitute different trade names, service marks, trademarks, and indicia of origin for the Marks if the Marks can no longer be used, or if Cicis determines, in its sole discretion, that the substitution will be beneficial to the System. The franchisee will be responsible for all expenses related to the substitution of different Marks. This clause highlights the potential for changes to the branding and the associated costs that a franchisee might incur.