What costs will Annex Brands reimburse a franchisee for in the event of a trademark infringement claim?
Annex_Brands Franchise · 2025 FDDAnswer from 2025 FDD Document
E OF MARKS. Franchisor agrees to indemnify Franchisee against, and to reimburse Franchisee for, all damages incurred by it or for which it is held liable in any proceeding in which Franchisee's use of any Mark under and in compliance with this Agreement is held to constitute trademark infringement, unfair competition or dilution, and for all costs reasonably incurred by Franchisee in the defense of any such claim brought against it or in any such proceeding in which it is named
as a party, provided that Franchisee has notified Franchisor of such claim or proceeding within 30 days of learning of the claim or proceeding and has otherwise complied with this Agreement. Franchisor will have the right to control the defense of any such claim. Franchisor will have no obligation to indemnify or reimburse Franchisee with respect to any fees or disbursements of any attorney retained by Franchisee.
E. DISCONTINUANCE OF USE OF MARKS.
Source: Item 22 — Contracts (FDD pages 109–110)
What This Means (2025 FDD)
According to Annex Brands's 2025 Franchise Disclosure Document, Annex Brands will indemnify a franchisee against damages incurred or for which the franchisee is held liable if the franchisee's use of any Mark under and in compliance with the Franchise Agreement is deemed trademark infringement, unfair competition, or dilution.
Specifically, Annex Brands will reimburse the franchisee for all costs reasonably incurred in defending against such claims or proceedings in which the franchisee is named as a party. However, this reimbursement is conditional. The franchisee must notify Annex Brands of the claim or proceeding within 30 days of learning about it and must otherwise comply with the Franchise Agreement.
Importantly, Annex Brands will not indemnify or reimburse the franchisee for any fees or disbursements of any attorney retained directly by the franchisee. Annex Brands retains the right to control the defense of any such claim. This means a franchisee cannot hire their own attorney and expect Annex Brands to pay for it.