What rights does Focus Cfo retain regarding the defense of trademark claims in Minnesota?
Focus_Cfo Franchise · 2025 FDDAnswer from 2025 FDD Document
to Franchisee's use of one or more of the Marks. Focus CFO will take the action it thinks appropriate. Focus CFO will defend any action brought against Franchisee to the extent that it is based on a claim that one or more of the Marks infringe upon the rights of a third party, valid and enforceable in the jurisdiction where the Marks are used, provided Franchisee notifies Focus CFO promptly in writing of any such claim. Focus CFO has sole control of the defense and all negotiations for the settlement or compromise of such claim, and Franchisee shall cooperate with Focus CFO in the defense or settlement of any claim. Focus CFO shall have no obligation to Franchisee for any claim of infringement based on Marks that have been modified by a party other than Focus CFO, Franchisee's use of the Marks with non-Focus CFO products or services, or Franchisee's use of the Marks in a manner otherwise prohibited by this Agreement. Franchisee must modify or discontinue the use of a Mark if Focus CFO modifies or discontinues it. Franchisee must not directly or indirectly contest Focus CFO's right to the Marks, trade secrets or business techniques that are part of Focus CFO's business.
Source: Item 23 — Receipts (FDD pages 37–126)
What This Means (2025 FDD)
According to Focus Cfo's 2025 Franchise Disclosure Document, Focus Cfo retains specific rights regarding the defense of trademark infringement claims. Focus Cfo will defend any action brought against the franchisee to the extent that the action is based on a claim that one or more of the marks infringe upon the rights of a third party, valid and enforceable in the jurisdiction where the marks are used. This protection is contingent upon the franchisee promptly notifying Focus Cfo in writing of any such claim. This indicates that Focus Cfo takes responsibility for defending its trademarks against infringement claims that arise from the franchisee's authorized use of the marks. The FDD specifies that this applies to jurisdictions where the trademarks are valid and enforceable, which would include Minnesota if the trademarks meet that criteria there.
Focus Cfo maintains sole control over the defense and all negotiations for the settlement or compromise of any claim. The franchisee is required to cooperate with Focus Cfo in the defense or settlement of any claim. This means that while Focus Cfo takes the lead in legal proceedings, the franchisee must assist and follow Focus Cfo's directions. This is a common arrangement in franchising, as it allows the franchisor to maintain a consistent legal strategy and protect the brand's trademarks effectively.
However, Focus Cfo has no obligation to the franchisee for any claim of infringement based on marks that have been modified by a party other than Focus Cfo, the franchisee's use of the marks with non-Focus Cfo products or services, or the franchisee's use of the marks in a manner otherwise prohibited by the agreement. Additionally, the franchisee must modify or discontinue the use of a mark if Focus Cfo modifies or discontinues it and must not directly or indirectly contest Focus Cfo's right to the marks, trade secrets, or business techniques. This clarifies that the franchisee's protection is limited to authorized use of the trademarks and adherence to Focus Cfo's standards and guidelines. This is a standard provision to ensure that the franchisor can control the use of its trademarks and protect its brand identity.