What is the required action a Browns Chicken franchisee must take to be eligible for indemnification regarding a claim of infringement?
Browns_Chicken Franchise · 2025 FDDAnswer from 2025 FDD Document
While Brown is not required by the Franchise Agreement to defend you against any infringement, unfair competition or other claim respecting your use of any Mark, Brown is obligated to indemnify you against and to reimburse you for all damages for which you are held liable in any proceeding arising out of your use of any Mark, in compliance with the Franchise Agreement and for all costs reasonably incurred by you in the defense of any such claim or in any such proceeding in which you are named as a party, provided that you have notified Brown of any such claim or proceeding in compliance with the Franchise Agreement, as described above.
Source: Item 13 — TRADEMARKS (FDD pages 33–34)
What This Means (2025 FDD)
According to Browns Chicken's 2025 Franchise Disclosure Document, a franchisee seeking indemnification for damages and costs related to a trademark infringement claim must notify Browns Chicken of the claim or proceeding in compliance with the Franchise Agreement. This notification is a prerequisite for Browns Chicken's obligation to indemnify the franchisee.
In practical terms, this means that if a Browns Chicken franchisee is sued for using a trademark licensed to them, they must promptly inform Browns Chicken about the lawsuit. The notification should adhere to the specific requirements outlined in the Franchise Agreement, which may include the method of delivery, the information required in the notice, and the timeframe for providing the notice.
It's important to note that while Browns Chicken is not obligated to defend the franchisee against an infringement claim, they are obligated to cover the damages the franchisee is liable for, as well as reasonable defense costs, provided the franchisee has properly notified Browns Chicken. Failure to notify Browns Chicken as required by the Franchise Agreement could relieve Browns Chicken of its indemnification obligations, leaving the franchisee to bear the full financial burden of the infringement claim.