What are the My Salon Suite franchisee's indemnification obligations for the use of proprietary marks?
My_Salon_Suite Franchise · 2025 FDDAnswer from 2025 FDD Document
Both parties shall make every effort consistent with the foregoing to protect, maintain and promote the Proprietary Marks as identifying the System.
- **D.
Indemnification for Use of Proprietary Marks**.
Franchisor may, as it deems appropriate in its sole discretion, indemnify, defend, and hold Franchisee harmless for any thirdparty claims brought against Franchisee that solely arise out of Franchisee's expressly authorized use of the Proprietary Marks in connection with the Franchised Business, but Franchisor shall not be obligated to do so under any circumstances.
In the event Franchisor does elect to indemnify Franchisee under this Section, Franchisee must have strictly complied with all notice and other requirements under this Section and must continue to do so until the matter is resolved.
- **E.
Discontinuance of Use**.
If Franchisor determines in its sole discretion that it is advisable or necessary to discontinue,supplement or otherwisemodify any ofthe Proprietary Marks
used in connection with the Franchised Business and/or System, including using one or more substitute or additional marks, trade names or other commercial symbols, Franchisor will provide Franchisee with written notice of this determination and directives for implementing any such change in the Proprietary Marks.
Franchisee agrees and acknowledges that it must comply with Franchisor's directives within ten (10) business days of receiving notice from Franchisor, unless Franchisor directs Franchisee that the change must be made immediately to resolve any third-party claim or dispute regarding the Proprietary Marks.
Franchisor will not be required to reimburse Franchisee for any expenses it incurs in connection with: (i) modifying or discontinuing the use of a Proprietary Mark; (ii) any alleged loss of goodwill associated with any modified or discontinued Proprietary Mark; or (iii) for any expenditures made by Franchisee to promote a modified or substitute trademark or service mark.
Source: Item 23 — RECEIPTS (FDD pages 95–230)
What This Means (2025 FDD)
According to My Salon Suite's 2025 Franchise Disclosure Document, the franchisor may choose to indemnify, defend, and hold the franchisee harmless from third-party claims that arise solely from the franchisee's authorized use of My Salon Suite's proprietary marks in connection with the franchised business. However, My Salon Suite is not obligated to do so under any circumstances. If My Salon Suite chooses to indemnify the franchisee, the franchisee must have strictly complied with all notice and other requirements and must continue to do so until the matter is resolved.
My Salon Suite retains the right to discontinue, supplement, or modify any of the proprietary marks used in connection with the franchised business and/or system, including using substitute or additional marks, trade names, or other commercial symbols. My Salon Suite will provide the franchisee with written notice of this determination and directives for implementing any such change in the proprietary marks. The franchisee must comply with My Salon Suite's directives within ten business days of receiving notice, unless My Salon Suite directs that the change must be made immediately to resolve any third-party claim or dispute regarding the proprietary marks.
My Salon Suite will not be required to reimburse the franchisee for any expenses incurred in connection with modifying or discontinuing the use of a proprietary mark, any alleged loss of goodwill associated with any modified or discontinued proprietary mark, or any expenditures made by the franchisee to promote a modified or substitute trademark or service mark. Both parties are expected to make every effort to protect, maintain, and promote the proprietary marks as identifying the My Salon Suite system.