Who has the right to control administrative proceedings or litigation involving Spray Net's Proprietary Marks?
Spray_Net Franchise · 2025 FDDAnswer from 2025 FDD Document
Franchisee shall notify Franchisor within three (3) calendar days of any suspected infringement of, or challenge to, the validity of the ownership of, or Franchisor's right to use, the Proprietary Marks licensed hereunder.
Franchisee will not communicate with any persons other than Franchisor or Franchisor's legal counsel in connection with any such infringement, challenge, or claim.
Franchisee acknowledges that Franchisor has the right to control any administrative proceeding or litigation involving the Proprietary Marks.
In the event Franchisor undertakes the defense or prosecution of any litigation relating to the Proprietary Marks, Franchisee agrees to execute any and all documents and to do such acts and things as may be necessary in the opinion of counsel for Franchisor to carry out such defense or prosecution.
- M. Indemnification Regarding Marks.
Franchisor will indemnify and defend Franchisee against any third-party claim brought against Franchisee that arises solely out of Franchisee's authorized use of the Proprietary Marks licensed under this Agreement in connection with the Franchised Business, provided: (i) such use is in full compliance with Franchisor's standards and specifications; and (ii) Franchisee notifies Franchisor in writing of this third-party claim within three (3) calendar days of receiving notice or otherwise learning of the claim.
Franchisor will have complete control over the defense and, if appropriate, settlement negotiations and resolution regarding the claims described in this Section, including the right to select legal counsel Franchisor deems appropriate.
Franchisee must fully cooperate with Franchisor in connection with Franchisor's defense or settlement of any third-party claim that Franchisor determines to take control of under this Section 7.
Notwithstanding anything in this Section to the contrary, Franchisor's liability under this Section shall be limited to no more than the Initial Franchise Fee paid under this Agreement.
Source: Item 23 — RECEIPTS (FDD pages 75–219)
What This Means (2025 FDD)
According to Spray Net's 2025 Franchise Disclosure Document, the franchisor retains the right to control any administrative or legal proceedings related to the company's proprietary marks. This means that Spray Net, not the franchisee, will direct and manage any legal actions concerning its trademarks, service marks, and trade dress.
This control extends to decisions regarding whether to pursue or defend against litigation, as well as the management of any administrative proceedings. The franchisee is obligated to notify Spray Net of any suspected infringement or challenges to the validity of the proprietary marks within three calendar days and must refrain from communicating with any party other than Spray Net or its legal counsel regarding such matters.
Furthermore, the franchisee is required to cooperate fully with Spray Net in the defense or prosecution of any litigation pertaining to the proprietary marks, including executing necessary documents and performing required actions as determined by Spray Net's legal counsel. Spray Net also agrees to indemnify and defend the franchisee against third-party claims arising solely from the franchisee's authorized use of the proprietary marks, provided the franchisee complies with Spray Net's standards and specifications and promptly notifies Spray Net of any claims.
However, Spray Net's liability under this indemnification is limited to the amount of the initial franchise fee paid by the franchisee. This arrangement ensures that Spray Net maintains authority over its brand and intellectual property, while also providing some protection to the franchisee against legal claims related to the use of Spray Net's proprietary marks.