Is Face Foundrie required to protect or defend its copyrights or indemnify franchisees for expenses in proceedings involving copyrighted materials?
Face_Foundrie Franchise · 2025 FDDAnswer from 2025 FDD Document
righted materials. We do not know of any superior prior rights or infringing uses that could materially affect your use of the copyrighted materials. No agreement requires us to protect or defend our copyrights or to indemnify you for any expenses or damages you incur in any judicial or administrative proceedings involving the copyrighted materials. If we require, you must immediately modify or discontinue using the copyrighted materials. Neither we nor our affiliates will have any obligation to reimburse you for any expenditures you make because of any such discontinuance or modification.
We may claim copyright protection in certain techniques we create, and may patent certain processes and equipment we develop. If we do, we will notify you and, if the copyrights and patents are material to your obligations under the Franchise Agreement, we will authorize you to use them at no additional charge. Any modifications or improvements that you make to the System, including ideas, concepts, methods or techniques, will be deemed works made for hire which shall be owned exclusively by us. We do not have to compensate you for your modifications or improvements. You must sign whatever documents we request to evidence our ownership or to assist us in securing intellectual property rights in such ideas, concepts, methods or techniques.
Source: Item 14 — PATENTS, COPYRIGHTS, AND PROPRIETARY INFORMATION (FDD pages 48–49)
What This Means (2025 FDD)
According to Face Foundrie's 2025 Franchise Disclosure Document, Face Foundrie is not required to protect or defend its copyrights, nor is it obligated to indemnify franchisees for expenses incurred in legal proceedings involving copyrighted materials. However, Face Foundrie retains the exclusive right to control any copyright litigation and to keep all sums obtained in settlements or damages awarded, without any obligation to share these with the franchisee.
While Face Foundrie is not obligated to defend its copyrights, they state that they intend to do so when it is in the best interests of the System. Additionally, while Face Foundrie is not required to participate in a franchisee's defense or indemnify them for damages or expenses if the franchisee is involved in legal proceedings related to Face Foundrie's confidential information or other information in which they claim common law rights and copyright protection, Face Foundrie may choose to reimburse the franchisee for their liability and reasonable costs in defending Face Foundrie's confidential information.
This means that as a Face Foundrie franchisee, you would bear the risk of legal expenses related to copyright disputes, although Face Foundrie might provide reimbursement at their discretion. It is important for prospective franchisees to understand this allocation of risk and to factor potential legal costs into their financial planning. Franchisees should also promptly notify Face Foundrie of any unauthorized use of copyrighted materials or challenges to the use or ownership of copyrighted materials.