Who has the right to control litigation arising out of infringement of a Crisp & Green Mark?
Crisp_Green Franchise · 2024 FDDAnswer from 2024 FDD Document
5.04 Notification of Infringements and Claims. You must notify us immediately of any apparent infringement of or challenge to your use of any Mark, or any claim by another person of any rights in any Mark. You may not communicate with any person, other than us and our counsel (or other advisor as we may designate), in connection with any such infringement, challenge or claim. We will have sole discretion to take such action as we deem appropriate and will have the right to control exclusively any litigation or U.S. Patent and Trademark Office proceeding arising out of any such infringement, challenge or claim or otherwise relating to any Mark. You must sign any and all documents, render such assistance and do such things as may be advisable in the opinion of us or our counsel to protect our interests in any litigation or U.S. Patent and Trademark Office or other administrative proceeding or otherwise to protect our interests in the Marks.
5.05 Indemnification of Franchisee. We agree to indemnify you against, and to reimburse you for, all damages for which you are held liable in any proceeding arising out of your authorized use of any Mark pursuant to and in compliance with this Agreement and, except as provided herein, for all costs you reasonably incur in defending any such claim brought against you, provided: (i) you timely notified us of such claim pursuant to Section 5.04, and (ii) you and your Principal Owners and Affiliates are in compliance with this Agreement and all other agreements with us or any of our Affiliates. We, at our sole discretion, are entitled to prosecute, defend and/or settle any proceeding arising out of your use of any Mark pursuant to this Agreement, and, if we undertake to prosecute, defend and/or settle any such matter, we will have no obligation to indemnify or reimburse you for any fees or disbursements of any legal counsel or other advisors you may have retained.
Source: Item 23 — RECEIPTS (FDD pages 66–252)
What This Means (2024 FDD)
According to Crisp & Green's 2024 Franchise Disclosure Document, Crisp & Green LLC has sole discretion to take action regarding infringements, challenges, or claims relating to any Mark. This includes the right to exclusively control any litigation or U.S. Patent and Trademark Office proceeding arising out of such issues.
For a prospective franchisee, this means that if someone infringes on the Crisp & Green trademark, the franchisee must immediately notify Crisp & Green. The franchisee cannot communicate with the infringing party without Crisp & Green's permission. Crisp & Green retains the exclusive right to decide how to handle the situation, including any legal proceedings.
The franchisee is obligated to sign documents and provide assistance as needed to protect Crisp & Green's interests in any litigation or administrative proceedings related to the Marks. However, Crisp & Green will indemnify the franchisee against damages they are held liable for in a proceeding arising from authorized use of any Mark, provided the franchisee has notified Crisp & Green of the claim and is in compliance with all agreements.
If Crisp & Green chooses to defend or settle a claim, they are not obligated to reimburse the franchisee for legal counsel or advisor fees. This arrangement is typical in franchising, as the franchisor needs to protect the brand's trademarks consistently across all locations and prevent inconsistent legal strategies.