Is Potbelly Sandwich Works obligated to protect or defend its copyrights?

According to the 2025 FDD, Potbelly Sandwich Works is not obligated to protect or defend its copyrights. While Potbelly Sandwich Works and PSW, LLC claim copyrights in various operational and marketing materials, they are not required to take action against infringement. However, they do state an intention to protect their copyrights if it is in the best interest of the Potbelly system.

This means that as a franchisee, you cannot depend on Potbelly Sandwich Works to take legal action against copyright infringement. Potbelly Sandwich Works also does not have to defend you or participate in your defense if a claim arises from your use of their copyrights. Additionally, Potbelly Sandwich Works retains the right to control the prosecution or defense of any copyright proceeding, regardless of whether they learn about it from you or independently.

This policy places the risk of copyright-related legal issues primarily on the franchisee. While Potbelly Sandwich Works intends to protect its copyrights if it benefits the system, there's no guarantee they will do so in every situation. It is important to note that franchisees must use copyrighted materials only as specified by Potbelly Sandwich Works and must stop using them if directed to do so.

Given this arrangement, prospective franchisees should carefully consider the potential costs and liabilities associated with copyright disputes. It would be prudent to discuss with Potbelly Sandwich Works under what specific circumstances they would take action to protect their copyrights and what support they would offer to franchisees facing copyright claims.