What is the Fitstop franchisee's obligation regarding complying with Fitstop's directions in a proceeding related to the Fitstop Marks?

According to Fitstop's 2024 Franchise Disclosure Document, a franchisee must comply with Fitstop's directions in any legal proceeding involving Fitstop's trademarks. Specifically, if a third party brings a claim against a Fitstop franchisee that arises solely from the franchisee’s authorized use of Fitstop's marks in the manner Fitstop prescribes, Fitstop will indemnify, defend, and hold the franchisee harmless, provided the franchisee notifies Fitstop of the proceeding within three days and complies with Fitstop's directions regarding the proceeding. Fitstop retains the right to control the defense and settlement of any such proceeding.

However, Fitstop will not reimburse the franchisee for expenses and legal fees for separate, independent legal counsel unless Fitstop approves the use of such counsel in writing before the franchisee engages them. Fitstop also will not reimburse the franchisee for disputes where Fitstop challenges the franchisee's use of Fitstop's marks.

This means that while Fitstop offers protection against third-party claims related to authorized trademark use, the franchisee must relinquish control of the legal strategy to Fitstop. The franchisee also bears the cost of independent legal counsel unless Fitstop gives prior written approval. This arrangement is fairly typical in franchising, as it allows the franchisor to maintain brand consistency and control legal risks across the entire system. However, it's crucial for a prospective Fitstop franchisee to understand that they must follow Fitstop's instructions in any trademark-related legal matter to receive the promised protection.