What level of cooperation is required of the Floyds 99 franchisee in infringement litigation?
Floyds_99 Franchise · 2025 FDDAnswer from 2025 FDD Document
- 15.4 Mark Infringement.
The Franchisee shall notify the Franchisor in writing of any possible infringement or illegal use by others of a trademark the same as or confusingly similar to the Marks or of any copyrighted work of the Franchisor which may come to its attention.
The Franchisee acknowledges that the Franchisor shall have the right, in its sole discretion, to determine whether any action will be taken on account of any possible infringement or illegal use.
The Franchisor may commence or prosecute such action in the Franchisor's own name, the name of Floyd's 99 Holdings, LLC and may join the Franchisee as a party to the action if the Franchisor determines it to be reasonably necessary for the continued protection and quality control of the Marks, Licensed Methods and copyrighted works.
The Franchisor shall bear the reasonable cost of any such action, including attorneys' fees.
The Franchisee must fully cooperate with the Franchisor in any such litigation.
The Franchisor shall indemnify and hold the Franchisee harmless from, and reimburse the Franchisee for, any loss, liability, claim or damages (collectively, the "Claims"), and all reasonable costs, expenses and attorneys' fees incurred defending any Claims brought against the Franchisee, or in any action in which the Franchisee is named as a party, which arises out of or is related to the Franchisee's authorized use of any Mark or copyrighted work of the Franchisor, which use is in compliance with the terms of this Agreement.
The Franchisee shall timely notify the Franchisor of any Claims for which it is seeking indemnity hereunder.
The Franchisor, at its option, shall be entitled to control the defense of any action or proceeding involving any Claims.
Source: Item 22 — CONTRACTS (FDD pages 57–58)
What This Means (2025 FDD)
According to Floyds 99's 2025 Franchise Disclosure Document, a franchisee must fully cooperate with Floyds 99 in any litigation regarding trademark or copyright infringement. This means the franchisee is legally obligated to assist Floyds 99 with any legal actions the company undertakes to protect its brand and intellectual property.
This obligation includes providing any information, documentation, or assistance that Floyds 99 deems necessary for the litigation. While the FDD does not specify the exact nature of the cooperation required, it implies that franchisees must be responsive and forthcoming in their support of Floyds 99's legal efforts.
Floyds 99 retains the right to decide whether to take action against potential infringers and can include the franchisee as a party in the legal action if deemed necessary for protecting its trademarks, licensed methods, and copyrighted works. Floyds 99 will bear the reasonable costs of such actions, including attorney's fees. Furthermore, Floyds 99 will indemnify and hold the franchisee harmless from claims and reimburse the franchisee for costs, expenses, and attorney's fees incurred in defending against claims arising from the franchisee's authorized use of Floyds 99's marks or copyrighted works, provided the franchisee complies with the agreement terms and promptly notifies Floyds 99 of any claims.
This arrangement is fairly typical in franchising, as franchisors need to protect their brand's intellectual property. Franchisees benefit from this protection, as a strong brand helps attract customers. However, franchisees should be aware of their obligation to cooperate in any legal proceedings and the potential time and effort this may require.