Is Hck Hot Chicken required to participate in the defense of an Hck Hot Chicken franchisee in connection with any proceeding related to the Copyrighted Works, Confidential Information or Trade Secrets?
Hck_Hot_Chicken Franchise · 2025 FDDAnswer from 2025 FDD Document
You must notify us within three days after you learn about another's use of language, a visual image, or a recording of any kind, that you perceive to be identical or substantially similar to one of our Copyrighted Works or use of our Confidential Information or Trade Secrets, or if someone challenges your use of our Copyrighted Works, Confidential Information or Trade Secrets. We will take whatever action we deem appropriate, in our sole and absolute discretion, to protect our rights in and to the Copyrighted Works, Confidential Information or Trade Secrets, which may include payment of reasonable costs associated with the action. However, the Franchise Agreement does not require us to take affirmative action in response to any apparent infringement of, or challenge to, your use of any Copyrighted Works, Confidential Information or Trade Secrets or claim by any person of any rights in any Copyrighted Works, Confidential Information or Trade Secrets, and we are not required to participate in the defense of, or provide indemnification to you in connection with, any proceeding related to the Copyrighted Works, Confidential Information or Trade Secrets. You must not directly or indirectly contest our rights to our Copyrighted Works, Confidential Information or Trade Secrets. You may not communicate with anyone except us, our counsel or our designees regarding any infringement, challenge, or claim. We will take action as we deem appropriate regarding any infringement, challenge or claim, and the sole right to control, exclusively, any litigation or other proceeding arising out of any infringement, challenge or claim under any Copyrighted Works, Confidential Information or Trade Secrets. You must sign any and all instruments and documents, give the assistance and do acts and things that may, in the opinion of our counsel, be necessary to protect and maintain our interests in any litigation or proceeding, or to protect and maintain our interests in the Copyrighted Works, Confidential Information or
Source: Item 14 — PATENTS, COPYRIGHTS, AND PROPRIETARY INFORMATION (FDD pages 41–43)
What This Means (2025 FDD)
According to Hck Hot Chicken's 2025 Franchise Disclosure Document, Hck Hot Chicken is not required to participate in the defense of a franchisee in any legal proceeding related to Copyrighted Works, Confidential Information, or Trade Secrets. However, if a franchisee becomes aware of potential infringement or challenges to the use of Hck Hot Chicken's Copyrighted Works, Confidential Information, or Trade Secrets, the franchisee must notify Hck Hot Chicken within three days.
Hck Hot Chicken retains the sole discretion to take any action it deems appropriate to protect its rights, including legal action, and may cover reasonable costs associated with such action. However, the Franchise Agreement explicitly states that Hck Hot Chicken is not obligated to take any affirmative action or provide indemnification to the franchisee in such situations.
This means that while Hck Hot Chicken owns the rights to its Copyrighted Works, Confidential Information, and Trade Secrets, and will take action as it deems appropriate, the franchisee bears the risk of defending themselves in any related legal proceedings unless Hck Hot Chicken chooses to intervene. The franchisee is also prohibited from contesting Hck Hot Chicken's rights to these items and must comply with any requirements to modify or discontinue their use if directed by Hck Hot Chicken.
Prospective franchisees should be aware of this provision, as it means they could incur legal expenses defending themselves in a lawsuit involving Hck Hot Chicken's intellectual property. It would be prudent for a potential franchisee to discuss this further with Hck Hot Chicken to understand the potential risks and what support, if any, Hck Hot Chicken might provide in such a situation.