Does the Dryject Franchise Agreement contain any provisions under which Dryject is required to defend or indemnify the franchisee against any claims of infringement or unfair competition arising out of the franchisee's use of the Dryject trademarks?
Dryject Franchise · 2025 FDDAnswer from 2025 FDD Document
The Franchise Agreement does not contain any provisions under which we are required to defend or indemnify you against any claims of infringement or unfair competition arising out of your use of the Marks. If litigation involving the Marks is instituted or threatened against you, you must notify us promptly and cooperate fully with us in defending or settling the litigation. Should we elect to protect the Marks or protect you against claims of infringement, we will have the right to control any administrative proceeding or litigation involving a trademark licensed by us to you.
You must sign all documents requested by us or our counsel that are necessary to protect our Marks or to maintain their validity and enforceability.
Source: Item 13 — TRADEMARKS (FDD pages 35–36)
What This Means (2025 FDD)
According to Dryject's 2025 Franchise Disclosure Document, the Franchise Agreement does not require Dryject to defend or indemnify franchisees against claims of infringement or unfair competition related to their use of Dryject's trademarks. This means that if a franchisee is sued for trademark infringement or unfair competition due to their use of the Dryject marks, Dryject is not obligated to provide legal defense or cover any resulting costs or damages. The franchisee would be responsible for their own legal defense and any associated expenses.
However, the FDD states that if litigation involving the Dryject marks is instituted or threatened against a franchisee, the franchisee must promptly notify Dryject and cooperate fully in defending or settling the litigation. Dryject retains the right to control any administrative proceeding or litigation involving a trademark licensed to the franchisee should Dryject elect to protect the marks or protect the franchisee against claims of infringement. Franchisees are also required to sign documents requested by Dryject or its counsel to protect the Dryject marks or maintain their validity and enforceability.
This arrangement is not uncommon in franchising, as franchisors often want to maintain control over trademark-related legal matters while franchisees operate as independent business owners. Prospective franchisees should be aware of this provision and consider obtaining their own legal counsel to understand their responsibilities and potential liabilities related to trademark use. It would be prudent for a potential Dryject franchisee to discuss with Dryject what factors would trigger Dryject to elect to protect the marks or protect the franchisee against claims of infringement.