If a Crawlspace Medic franchisee discovers an apparent infringement of Intellectual Property, what are the required methods of notification to the Franchisor?
Crawlspace_Medic Franchise · 2024 FDDAnswer from 2024 FDD Document
- 14.8. Claims. Franchisee shall notify Franchisor immediately via both email and telephone, of any apparent infringement of or challenge to Franchisee's use of any Intellectual Property and of any claim by any person of any rights in any Intellectual Property. Franchisee shall not communicate with any person other than Franchisor or any designated affiliate thereof, their counsel and Franchisee's counsel in connection with any such infringement, challenge or claim. Franchisor shall have complete discretion to take such action as it deems appropriate in connection with the foregoing, and the right to control exclusively, or to delegate control to any of its affiliates of, any settlement, litigation or other proceeding arising out of any such alleged infringement, challenge or claim or otherwise relating to any Intellectual Property. Franchisee agrees to execute any and all instruments and documents, render such assistance, and do such acts or things as may, in the opinion of Franchisor, reasonably be necessary or advisable to protect and maintain the interests of Franchisor or any other person or entity in any litigation or other proceeding or to otherwise protect and maintain the interests of Franchisor or any other interested party in the Intellectual Property. Franchisor will indemnify and defend Franchisee against and reimburse Franchisee for actual damages (including settlement amounts) for which Franchisee is held liable in any proceeding arising out of Franchisee's use of any of the Intellectual Property that infringes on the rights of any other party, provided that the conduct of Franchisee with respect to such proceeding and use of the Intellectual Property is in full compliance with the terms of this Agreement.
Source: Item 22 — CONTRACTS (FDD page 42)
What This Means (2024 FDD)
According to the 2024 Crawlspace Medic Franchise Disclosure Document, if a franchisee notices any potential infringement or challenges to the use of Intellectual Property, they must immediately notify Crawlspace Medic through both email and telephone.
Following this initial notification, the franchisee is restricted from communicating with anyone about the infringement other than Crawlspace Medic, their designated affiliates, legal counsel for Crawlspace Medic, and the franchisee's own legal counsel. Crawlspace Medic retains complete discretion over any actions taken, including settlements, litigation, or other proceedings related to the Intellectual Property. They also have the right to delegate control of these matters to their affiliates.
The franchisee is obligated to provide any necessary documents, information, and assistance that Crawlspace Medic deems reasonably necessary to protect their interests in any legal proceedings or to maintain their Intellectual Property rights. Crawlspace Medic will indemnify and defend the franchisee against actual damages (including settlement amounts) for which the franchisee is held liable in any proceeding arising out of the franchisee's use of any of the Intellectual Property that infringes on the rights of any other party, provided that the franchisee's conduct with respect to such proceeding and use of the Intellectual Property is in full compliance with the terms of the Franchise Agreement.
This clause ensures that Crawlspace Medic maintains control over its Intellectual Property and legal strategy, while also providing some protection to the franchisee against damages resulting from Intellectual Property infringement, assuming the franchisee adheres to the terms of the agreement.