Can Kitchen Solvers change the Marks during the term of the Franchise Agreement?
Kitchen_Solvers Franchise · 2025 FDDAnswer from 2025 FDD Document
We have the right to change the Marks at any time during the term of your Franchise Agreement and to require you to comply with the changes we designate at your sole cost and expense. Your use of the Marks and any goodwill is to our exclusive benefit and you retain no rights in the Marks. You also retain no rights in the Marks upon expiration or termination of your Franchise Agreement.
You are not permitted to make any changes or substitutions of any kind in or to the use of the Marks unless we direct in writing.
We acquired the rights and ownership in the Marks from Kitchen Solvers, LLC pursuant to the Assignment Agreement we entered into on December 1, 2010, in connection with our acquisition of Kitchen Solvers, LLC's assets. There are currently no effective material determinations by the United States Patent and Trademark Office, the Trademark Trial and Appeal Board, the trademark administrator of any state, or any court, or any pending infringement, opposition or cancellation proceeding, or any pending material litigation, involving the Marks. There are currently no agreements in effect that significantly limit our rights to use or license the use of any Marks in any manner material to the franchise. There are no infringing uses actually known to us that could materially affect your use of the Marks.
We are not obligated to protect you against infringement or unfair competition claims arising out of your use of the Marks, or to participate in your defense or indemnify you. We reserve the right to control any litigation related to the Marks and we have the sole right to decide to pursue or settle any infringement actions related to the Marks. You must notify us promptly of any infringement or unauthorized use of the Marks of which you become aware. If we determine that a trademark infringement action requires changes or substitutions to the Marks, you must make such changes or substitutions at your own expense. In the limited circumstance that you must change the Trademarks in response to a third-party claim that its rights to use the Trademarks are superior to our rights, you must make the changes at your expense, except that we will reimburse you for any new signage that we determine is necessary, provided you have cooperated with any action we undertake with regard to the third party claim.
Source: Item 13 — Trademarks (FDD pages 33–34)
What This Means (2025 FDD)
According to Kitchen Solvers's 2025 Franchise Disclosure Document, Kitchen Solvers retains the right to modify its Marks at any point during the Franchise Agreement. The franchisee is obligated to implement these changes at their own expense. The FDD specifies that the franchisee's use of the Marks benefits Kitchen Solvers exclusively, and the franchisee does not acquire any rights to the Marks, even after the agreement expires or terminates. Franchisees are not allowed to alter or substitute the Marks unless Kitchen Solvers provides written instructions to do so.
This clause in the Franchise Agreement means that a Kitchen Solvers franchisee must remain flexible and prepared to update their branding and marketing materials to reflect any changes Kitchen Solvers makes to its Marks. This could involve updating signage, marketing collateral, and other branded materials. The franchisee bears the full financial responsibility for these updates, which can potentially create unexpected costs.
While Kitchen Solvers is not obligated to protect franchisees from infringement claims arising from the use of the Marks, there is a limited circumstance where Kitchen Solvers will reimburse a franchisee for new signage. This occurs when changes to the Trademarks are required due to a third-party claim asserting superior rights, provided the franchisee cooperates with Kitchen Solvers's actions regarding the claim. However, this reimbursement is limited to new signage and is contingent on the franchisee's cooperation.
In the event of trademark infringement, Kitchen Solvers maintains control over any related litigation and has the sole discretion to pursue or settle infringement actions. Franchisees are required to promptly notify Kitchen Solvers of any infringement or unauthorized use of the Marks they become aware of. This arrangement is typical in franchising, as it allows the franchisor to protect the brand's trademarks consistently across all franchise locations.