Is Southern Steer contractually obligated by the Franchise Agreement to protect franchisees against claims of infringement or unfair competition involving the copyrighted materials or Confidential Information and Trade Secrets?
Southern_Steer Franchise · 2025 FDDAnswer from 2025 FDD Document
We do not know of any copyright or patent infringement that could materially affect Your use of the copyrighted materials, Confidential Information or Trade Secrets.
You must immediately inform Us if You learn of any unauthorized use or infringement of, or challenge to, the copyrighted materials or any of the Confidential Information or Trade Secrets. We will take the action We deem appropriate, in Our sole discretion. If anyone establishes to Our satisfaction that its rights to the materials are superior, then You must modify or discontinue Your use of the materials as We require. We are not required to take affirmative action when notified of such infringement and We are not contractually obligated by the Franchise Agreement to protect You against claims of infringement or unfair competition involving the copyrighted materials or Confidential Information and Trade Secrets, but it is Our policy to do so when, in the opinion of Our counsel, Your rights require protection. We will pay costs, including attorneys' fees and court costs, associated with any litigation that We elect to bring or defend to protect Your use of the licensed copyrighted materials or Confidential Information and Trade Secrets. We do not indemnify You for expenses or damages incurred by You. You are obligated to fully cooperate with Us in any litigation We bring or defend for Your benefit. We will control any administrative proceeding or litigation involving Our copyrighted materials or Confidential Information and Trade Secrets.
In the event that We determine, in Our sole discretion, that it is necessary to modify or discontinue use of any proprietary copyrighted material or Confidential Information and Trade Secrets You will, within a reasonable time after receipt of Our written notice take such action, at Your sole expense, as may be necessary to comply with such modification, discontinuation, addition, or substitution.
Any unauthorized use of any of the Copyrighted Materials or Confidential Information and Trade Secrets by You constitutes an infringement of Our or Our Affiliate's rights.
Source: Item 14 — ITEM. 14 PATENTS, COPYRIGHTS AND PROPRIETARY INFORMATION (FDD pages 40–41)
What This Means (2025 FDD)
According to Southern Steer's 2025 Franchise Disclosure Document, Southern Steer is not contractually obligated by the Franchise Agreement to protect franchisees against claims of infringement or unfair competition involving the copyrighted materials or Confidential Information and Trade Secrets. However, it is Southern Steer's policy to do so when, in the opinion of their counsel, the franchisee's rights require protection. Southern Steer will pay costs, including attorneys' fees and court costs, associated with any litigation that they elect to bring or defend to protect the franchisee's use of the licensed copyrighted materials or Confidential Information and Trade Secrets. Southern Steer does not indemnify franchisees for expenses or damages incurred by them. Franchisees are obligated to fully cooperate with Southern Steer in any litigation they bring or defend for the franchisee's benefit. Southern Steer will control any administrative proceeding or litigation involving their copyrighted materials or Confidential Information and Trade Secrets.
If a franchisee learns of any unauthorized use or infringement of, or challenge to, the copyrighted materials or any of the Confidential Information or Trade Secrets, they must immediately inform Southern Steer. Southern Steer will then take the action they deem appropriate, in their sole discretion. If anyone establishes to Southern Steer's satisfaction that its rights to the materials are superior, then the franchisee must modify or discontinue their use of the materials as Southern Steer requires.
In the event that Southern Steer determines, in its sole discretion, that it is necessary to modify or discontinue use of any proprietary copyrighted material or Confidential Information and Trade Secrets, the franchisee will, within a reasonable time after receipt of Southern Steer's written notice take such action, at their sole expense, as may be necessary to comply with such modification, discontinuation, addition, or substitution. Any unauthorized use of any of the Copyrighted Materials or Confidential Information and Trade Secrets by the franchisee constitutes an infringement of Southern Steer's or their Affiliate's rights.
Southern Steer states that they do not know of any copyright or patent infringement that could materially affect a franchisee's use of the copyrighted materials, Confidential Information or Trade Secrets. Southern Steer does not own any patents or patent applications that are material to the Southern Steer Business. Southern Steer and/or their Affiliates have copyright rights in websites, mobile applications, advertising copy and design, menu designs, training materials, the Brand Manual, and other written or digital materials, and items may be developed in the future. Southern Steer has not applied to the U.S. Copyright Office to register these copyrights.