What must an Ella Cafe franchisee do if they notice an infringement of the Marks?
Ella_Cafe Franchise · 2024 FDDAnswer from 2024 FDD Document
- 12.6 Infringement.
Franchisee must notify Franchisor immediately of any apparent infringement of or challenge to Franchisee's use of any Mark and of any claim by any person of any rights in any Mark or any Copyrighted Works.
Franchisee and Owners must not communicate with any person other than Franchisor, its Affiliates, their counsel, and Franchisee's counsel in connection with any such apparent infringement, challenge, or claim.
Franchisor will have
complete discretion to take any action it deems appropriate in connection with any infringement of, or challenge or claim to, any Mark or Copyrighted Works and the right to control exclusively, or to delegate control of, any settlement, litigation, Patent and Trademark Office, or other proceeding arising out of any such alleged infringement, challenge, or claim or otherwise relating to any Mark or Copyrighted Works. Franchisee agrees to execute all such 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 Affiliate in the Marks or Copyrighted Works.
Source: Item 22 — CONTRACTS (FDD page 50)
What This Means (2024 FDD)
According to Ella Cafe's 2024 Franchise Disclosure Document, if a franchisee notices any apparent infringement or challenge to their use of any Mark, or any claim by any person of any rights in any Mark or any Copyrighted Works, they must notify Ella Cafe immediately. The franchisee, along with their owners, are prohibited from communicating with anyone other than Ella Cafe, its affiliates, their counsel, and the franchisee's counsel regarding the infringement, challenge, or claim.
Ella Cafe retains complete discretion to take any action it deems appropriate regarding any infringement, challenge, or claim to any Mark or Copyrighted Works. Ella Cafe also has the right to exclusively control, or delegate control of, any settlement, litigation, Patent and Trademark Office, or other proceeding arising out of any alleged infringement, challenge, or claim or otherwise relating to any Mark or Copyrighted Works.
The franchisee must execute all instruments and documents, provide assistance, and perform any actions that Ella Cafe deems reasonably necessary or advisable to protect and maintain the interests of Ella Cafe or any affiliate in the Marks or Copyrighted Works. This means the franchisee is legally obligated to cooperate fully with Ella Cafe in any legal or administrative proceedings related to trademark protection.
This clause is typical in franchise agreements, as the franchisor needs to maintain tight control over its brand and trademarks. By requiring immediate notification and limiting communication, Ella Cafe aims to ensure a coordinated and consistent legal strategy to protect its intellectual property.