Under what conditions will Deer Solution protect me against claims of infringement?
Deer_Solution Franchise · 2025 FDDAnswer from 2025 FDD Document
We will protect your right to use the Licensed Marks and to protect you against claims of infringement and unfair competition related to the Licensed Marks, provided that your use of the Licensed Marks is in accordance with the Franchise Agreement, the Manuals, and is consistent with our instructions and the license granted to you. We will indemnify you against direct damages for trademark infringement in a proceeding arising out of your use of the Licensed Marks, provided your use of the Licensed Marks comply with the terms of your Franchise Agreement, the Manuals, our written instructions to you, and you have timely notified us of the claim, have given us sole control of the defense and settlement of the claim, and you are in compliance with your Franchise. If we defend the claim, we have no obligation to indemnify or reimburse you with respect to any fees or disbursements of any attorney that you retain.
If any third party establishes, to our satisfaction and in our discretion that its rights to the Licensed Marks are, for any legal reason, superior to any of our rights or of a nature that we believe, in our discretion, that it is advisable to discontinue and/or modify the Licensed Marks, then we will modify and/or replace the Licensed Marks and you must use the substitutions, replacements and/or variations of and/or to the Licensed Marks and use the those trademarks, service marks, logos and trade names designated by us. In such event, our sole liability and obligation will be to reimburse you for the direct out-of-pocket costs of complying with this obligation, which you must document to our satisfaction, including, by way of example, alterations in signage and replacement of marketing materials.
Source: Item 13 — TRADEMARKS (FDD pages 37–39)
What This Means (2025 FDD)
According to Deer Solution's 2025 Franchise Disclosure Document, Deer Solution will protect a franchisee's right to use the Licensed Marks and defend against infringement and unfair competition claims related to those marks, provided the franchisee meets specific conditions. These conditions include using the Licensed Marks in accordance with the Franchise Agreement, the Manuals, and Deer Solution's instructions, and consistent with the license granted.
In the event of a trademark infringement claim, Deer Solution will indemnify the franchisee against direct damages arising from the use of the Licensed Marks. However, this protection is contingent on the franchisee's adherence to the Franchise Agreement, the Manuals, and Deer Solution's written instructions. Furthermore, the franchisee must promptly notify Deer Solution of the claim, grant Deer Solution sole control over the defense and settlement, and remain in compliance with the Franchise Agreement. If Deer Solution assumes the defense, it is not obligated to cover the fees or expenses of any attorney retained by the franchisee.
It is important to note that if a third party successfully demonstrates superior rights to the Licensed Marks, Deer Solution reserves the right to modify or replace the Licensed Marks. In such cases, the franchisee is obligated to use the substituted or modified marks designated by Deer Solution. Deer Solution's sole liability in this scenario is to reimburse the franchisee for the direct out-of-pocket costs incurred in complying with the obligation to change the marks, such as alterations to signage and replacement of marketing materials, provided these costs are documented to Deer Solution's satisfaction.
These stipulations are fairly typical in franchising. Franchisees should carefully review the Franchise Agreement and operating manuals to fully understand the scope of permitted trademark usage and the procedures for reporting potential infringement claims. Understanding these obligations is crucial for maintaining the franchisor's protection against infringement claims and for managing the financial implications of any required changes to branding or marketing materials.