Does the Alloy franchise agreement require the franchisee to defend Alloy against Franchise Claims?
Alloy Franchise · 2025 FDDAnswer from 2025 FDD Document
This Addendum pertains to franchises sold in the State of Minnesota and is for the purpose of complying with Minnesota statutes and regulations. Notwithstanding anything which may be contained in the body of the Franchise Agreement to the contrary, the Agreement is amended as follows:
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- We will undertake the defense of any claim of infringement by third parties involving the ALLOY Trademark, and you will cooperate with the defense in any reasonable manner prescribed by us with any direct cost of such cooperation to be borne by us.
Source: Item 23 — RECEIPTS (FDD pages 69–245)
What This Means (2025 FDD)
According to the 2025 Alloy Franchise Disclosure Document, the standard franchise agreement does not require the franchisee to defend Alloy against claims of infringement. However, there is an addendum to the franchise agreement required for Minnesota franchisees that states Alloy will undertake the defense of any claim of infringement by third parties involving the ALLOY Trademark. The franchisee is required to cooperate with the defense in any reasonable manner prescribed by Alloy, with any direct cost of such cooperation to be borne by Alloy.
This addendum is specific to Minnesota due to state statutes and regulations. It is important to note that this addendum amends the franchise agreement, meaning that the standard agreement may contain language to the contrary, but the addendum supersedes that language for Minnesota franchisees.
For prospective franchisees outside of Minnesota, it is important to review the franchise agreement carefully to understand who is responsible for defending against claims of infringement. Franchisees should also inquire about insurance coverage that may protect them in the event of a claim.