What must a Beard Papas franchisee do to be indemnified against direct damages for trademark infringement?
Beard_Papas Franchise · 2025 FDDAnswer from 2025 FDD Document
We will indemnify you against direct damages for trademark infringement in a proceeding arising out of your use of the Licensed Marks, provided your use of the Licensed Marks comply with the terms of your Franchise Agreement, the Manuals, our written instructions and, that you have timely notified us of the claim, have given us sole control of the defense and settlement of the claim, and you are in compliance with your Franchise Agreement and, if applicable, Multi-Unit Development Agreement. If we defend the claim, we have no obligation to indemnify or reimburse you with respect to any fees or disbursements of any attorney that you retain.
Source: Item 13 — TRADEMARKS (FDD pages 40–42)
What This Means (2025 FDD)
According to Beard Papas's 2025 Franchise Disclosure Document, Beard Papas will protect a franchisee's right to use the Licensed Marks and other related rights, including defending against claims of infringement related to the Licensed Marks. However, this protection is conditional.
To be indemnified against direct damages for trademark infringement, a Beard Papas franchisee must adhere to several requirements. First, the franchisee's use of the Licensed Marks must comply with the terms of the Franchise Agreement, the Manuals, and any written instructions provided by Beard Papas. Second, the franchisee must promptly notify Beard Papas of any trademark infringement claim. Third, the franchisee must give Beard Papas sole control over the defense and settlement of the claim. Finally, the franchisee must be in full compliance with the Franchise Agreement and, if applicable, any Multi-Unit Development Agreement.
If these conditions are met, Beard Papas will cover the franchisee's direct damages resulting from trademark infringement. However, if Beard Papas takes over the defense of the claim, they are not obligated to cover any attorney fees or disbursements the franchisee incurs by hiring their own attorney. This arrangement is fairly typical in franchising, as franchisors want to maintain control over trademark-related legal matters to ensure consistent brand protection and legal strategy.