What is Gokhale Method's obligation regarding infringing uses that could affect a franchisee's use of the Marks?
Gokhale_Method Franchise · 2024 FDDAnswer from 2024 FDD Document
nchisees. We have no actual knowledge of either superior prior rights or infringing uses that could materially affect your use of the Marks in the state where your franchise may be located.
We will indemnify you against, and reimburse you for, all damages for which you are held liable in any proceeding arising out of your authorized use of any Marks under the Franchise Agreement and, except as provided in the Franchise Agreement, for all costs you reasonably incur in defending any claim brought against you or any proceeding in which you are named as a party, if you have timely notified us of the claim or proceeding and you are in compliance with the Franchise Agreement and all other agreements entered into with us. In our sole business judgment, we will be entitled to prosecute, defend or settle any proceeding arising out of your use of any Mark, and, if we decide to prosecute, defend or settle any matter, we will have no obligation to indemnify or reimburse you for any fees or disbursements of counsel you retain.
We have the right to modify, add to, or discontinue use of the Marks, or to substitute different Marks, for use in identifying the Gokhale System and the businesses operating under the Marks. You must promptly comply with any required changes, revisions and/or substitutions, and will pay all the costs of modifying your signs, advertising materials, interior graphics and any other items which bear the Marks. We have no liability or obligation whatsoever with respect to any required modification or discontinuance of any Mark or the promotion of a substitute trademark, service mark or trade dress.
Source: Item 13 — TRADEMARKS (FDD pages 24–25)
What This Means (2024 FDD)
According to Gokhale Method's 2024 Franchise Disclosure Document, Gokhale Method states they have no actual knowledge of either superior prior rights or infringing uses that could materially affect a franchisee's use of the Marks in the state where their franchise may be located.
However, Gokhale Method will indemnify a franchisee against, and reimburse them for, all damages for which they are held liable in any proceeding arising out of their authorized use of any Marks under the Franchise Agreement. This also applies to all costs reasonably incurred in defending any claim brought against them or any proceeding in which they are named as a party, if the franchisee has timely notified Gokhale Method of the claim or proceeding and is in compliance with the Franchise Agreement and all other agreements entered into with them. Gokhale Method has the right to modify, add to, or discontinue use of the Marks, or to substitute different Marks, for use in identifying the Gokhale System and the businesses operating under the Marks.
Gokhale Method, in its sole business judgment, will be entitled to prosecute, defend, or settle any proceeding arising out of a franchisee's use of any Mark. If Gokhale Method decides to prosecute, defend, or settle any matter, they will have no obligation to indemnify or reimburse the franchisee for any fees or disbursements of counsel the franchisee retains. The franchisee must promptly comply with any required changes, revisions, and/or substitutions, and will pay all the costs of modifying their signs, advertising materials, interior graphics, and any other items which bear the Marks. Gokhale Method has no liability or obligation whatsoever with respect to any required modification or discontinuance of any Mark or the promotion of a substitute trademark, service mark, or trade dress.
It is important for a prospective Gokhale Method franchisee to understand these trademark-related obligations and potential costs. While Gokhale Method offers some protection through indemnification, the franchisee bears the cost of changes to signage and materials if the Marks are modified or discontinued. This is a fairly typical arrangement in franchising, where the franchisor controls the trademarks but the franchisee is responsible for implementing changes at their own expense.