Is the Gold Star company obligated to protect the Marks and the goodwill associated with them?
Gold_Star Franchise · 2025 FDDAnswer from 2025 FDD Document
The COMPANY agrees to take whatever actions it deems reasonably necessary to protect the Marks and the goodwill associated therewith.
The COMPANY retains the exclusive right, in its sole discretion exercised in good faith, to determine and undertake such actions, if any,
as it deems appropriate to prevent the infringement of the Marks or the diminution of the goodwill in the Marks.
6.8 Notice of Infringement.
FRANCHISEE agrees to advise the COMPANY promptly in writing of any potentially infringing uses of the Marks, or colorable imitations or variations thereof, by others, and of any suits brought, or claims or demands made or threatened against FRANCHISEE involving the Marks.
In the event a third party commences a legal action against FRANCHISEE challenging FRANCHISEE's right to use the Marks as authorized herein, the COMPANY (a) may, in its sole discretion, assume the defense of FRANCHISEE, utilizing counsel of the COMPANY's choice, against such legal action, and (b) shall indemnify FRANCHISEE against all damages for infringement for which FRANCHISEE is held liable in such action resulting from FRANCHISEE's authorized use of the Marks pursuant to and in compliance with the Agreement, provided that:
6.8.1 FRANCHISEE provides the COMPANY with timely notice of the institution of the action;
6.8.2 FRANCHISEE cooperates fully with the COMPANY's counsel in defending against the action; and
6.8.3 The COMPANY retains ultimate control over the strategy involved in defending against and/or resolving the action.
6.9 Franchisee's Cooperation.
If the COMPANY undertakes the defense or prosecution of any litigation pertaining to the right to use the Marks, FRANCHISEE agrees to execute any and all documents and to do such acts and things as may be necessary, in the opinion of counsel for the COMPANY, to carry out such defense or prosecution, whether the action is in the name of the COMPANY or in the name of FRANCHISEE.
Source: Item 23 — Receipts (FDD pages 53–163)
What This Means (2025 FDD)
According to Gold Star's 2025 Franchise Disclosure Document, Gold Star agrees to take actions it deems reasonably necessary to protect the Marks and the goodwill associated with them. Gold Star retains the exclusive right to determine and undertake actions to prevent the infringement of the Marks or the diminution of the goodwill in the Marks.
As a Gold Star franchisee, you are required to promptly advise Gold Star in writing of any potentially infringing uses of the Marks, or any imitations of them, by others. This includes notifying Gold Star of any suits brought, or claims made against you involving the Marks. If a third party commences a legal action against you challenging your right to use the Marks, Gold Star may assume the defense of you, utilizing counsel of their choice.
Gold Star will indemnify you against all damages for infringement for which you are held liable in such action resulting from your authorized use of the Marks, provided that you provide timely notice of the action, cooperate fully with Gold Star's counsel, and allow Gold Star to retain ultimate control over the strategy involved in defending against the action. If Gold Star undertakes the defense or prosecution of any litigation pertaining to the right to use the Marks, you agree to execute any documents and to do such acts as may be necessary to carry out such defense or prosecution.