Is Beard Papas required to participate in the defense of a franchisee in a proceeding involving a copyright or patent?
Beard_Papas Franchise · 2025 FDDAnswer from 2025 FDD Document
Franchisor shall indemnify, defend, and hold Franchisee and Franchisee's officers, directors, shareholders, members, owners, partners, agents, representatives, independent contractors, employees, assigns and successors (the "Franchisee Indemnified Parties") harmless from all losses, expenses, claims, causes of action, lawsuits, liabilities, taxes, costs, demands, proceedings, investigations, hearings, and/or damages solely arising out of, or solely relating to, Franchisor's gross negligence in the operation of Franchisee's Beard Papa's Shop that was the direct cause of any such loss, expense, liability or damage provided Franchisee immediately notifies Franchisor of such claim, cause of action, lawsuit, demand, proceeding, investigation or hearing, and Franchisor shall pay all of the Franchisee Indemnified Parties' reasonable
costs, fees and expenses of defending any such claim, cause of action, lawsuit, demand, proceeding, investigation, and/or hearing brought against any of the Franchisee Indemnified Parties or any such claim, cause of action, lawsuit, demand, proceeding, investigation, and/or hearing in which any of the Franchisee Indemnified Parties is named as a party, including, without limitation, reasonable accountant fees, attorney fees, and expert witness fees, court costs, deposition fees, travel expenses and other litigation expenses provided Franchisee immediately notifies Franchisor of such claim, cause of action, lawsuit, demand, proceeding, investigation or hearing. Franchisor agrees that the terms of this Article 10.C. shall survive the termination, expiration or Transfer of this Agreement.
Source: Item 14 — PATENTS, COPYRIGHTS AND PROPRIETARY INFORMATION (FDD page 42)
What This Means (2025 FDD)
According to the 2025 Beard Papas Franchise Disclosure Document, Beard Papas is obligated to indemnify, defend, and hold the franchisee harmless from losses, expenses, claims, causes of action, lawsuits, liabilities, taxes, costs, demands, proceedings, investigations, hearings, and/or damages. However, this obligation is specifically limited to situations solely arising out of, or solely relating to, Beard Papas's gross negligence in the operation of the franchisee's Beard Papa's Shop that was the direct cause of any such loss, expense, liability or damage.
For a franchisee to be eligible for indemnification, they must immediately notify Beard Papas of any claim, cause of action, lawsuit, demand, proceeding, investigation, or hearing. If these conditions are met, Beard Papas is responsible for paying all reasonable costs, fees, and expenses related to defending the franchisee in any such claim, cause of action, lawsuit, demand, proceeding, investigation, and/or hearing. This includes, but is not limited to, reasonable accountant fees, attorney fees, expert witness fees, court costs, deposition fees, travel expenses, and other litigation expenses.
This indemnification agreement survives the termination, expiration, or transfer of the Franchise Agreement. However, it's important to note that this indemnification does not extend to proceedings involving copyright or patent issues unless those issues arise directly from Beard Papas's gross negligence in the shop's operation. Therefore, if a claim arises that is not due to the gross negligence of Beard Papas, the franchisee may be responsible for their own defense.