What must a Best Brains franchisee do to be eligible for indemnification from Best Brains for trademark infringement?
Best_Brains Franchise · 2025 FDDAnswer from 2025 FDD Document
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- Indemnification. If your use of any Marks in compliance with this Agreement is held to constitute trademark infringement, unfair competition, or dilution, we will indemnify you for all damages for which you are held liable. We will also reimburse you for all costs reasonably incurred in the defense of any such claim provided that a) you timely notified us of such claim or proceeding, b) You otherwise complied with this Agreement and, c) We have the right to defend any such claim.
If we undertake to defend such claim, then we have no obligation to indemnify or reimburse you for any fees or disbursements of counsel you retain.
Source: Item 23 — RECEIPTS (FDD pages 42–190)
What This Means (2025 FDD)
According to Best Brains' 2025 Franchise Disclosure Document, Best Brains will indemnify a franchisee for all damages they are held liable for if their use of any Marks in compliance with the Franchise Agreement is held to constitute trademark infringement, unfair competition, or dilution. Best Brains will also reimburse the franchisee for all costs reasonably incurred in the defense of any such claim.
However, to be eligible for this indemnification and reimbursement, the franchisee must meet certain conditions. First, the franchisee must have provided timely notification to Best Brains of such claim or proceeding. Second, the franchisee must have otherwise complied with the Franchise Agreement. Finally, Best Brains must have the right to defend any such claim.
If Best Brains undertakes to defend such a claim, they have no obligation to indemnify or reimburse the franchisee for any fees or disbursements of counsel the franchisee retains. This means that while Best Brains will cover damages and reasonable costs if they don't take over the defense, they won't cover the franchisee's legal fees if Best Brains does assume the defense.