What constitutes 'allowed for registration' regarding trademarks in the context of Camp Margaritaville's indemnification obligations?
Camp_Margaritaville Franchise · 2025 FDDAnswer from 2025 FDD Document
Licensor shall defend, indemnify and hold Licensee and its officers, directors, employees, agents, attorneys, members, successors, parents and assigns harmless against and in respect of any and all losses arising from any and all third-party actions, suits, proceedings, demands, assessments, judgments, costs and expenses (including reasonable attorneys' fees and expenses) based on facts not otherwise disclosed in Schedule 2 of the Trademark Agreements, that (i) use of the Sub-Licensed Marks according to this Agreement, which are either registered or allowed for registration in the class of goods or services of the infringement or alleged infringement, infringes or otherwise violates such third party's intellectual property rights; for purposes of this Subsection, "allowed for registration" means approved by the United States Patent and Trademark Office and past any opposition period without being opposed; (ii) the use of the Sub-Licensed Trade Dress and Margaritaville Artwork which are provided by or on behalf of Licensor and used in accordance with this Agreement infringe or otherwise violate such third party's intellectual property rights.
Source: Item 23 — RECEIPTS (FDD pages 72–406)
What This Means (2025 FDD)
According to the 2025 Camp Margaritaville FDD, the term "allowed for registration" regarding trademarks has a specific meaning within the context of indemnification. It means that a trademark has been approved by the United States Patent and Trademark Office (USPTO) and the period for any potential opposition to the trademark has passed without any oppositions being filed. This definition is important because it determines when Camp Margaritaville's franchisor, or licensor, will defend and indemnify the franchisee against third-party claims of intellectual property infringement.
Specifically, Camp Margaritaville's franchisor will indemnify the franchisee if the franchisee's use of sub-licensed marks, according to the franchise agreement, infringes on a third party's intellectual property rights, provided that those marks are either registered or "allowed for registration." This indemnification is limited to situations where the use of the marks falls within the class of goods or services for which the infringement or alleged infringement occurred. The franchisor's indemnification also extends to the use of sub-licensed trade dress and Margaritaville artwork provided by the franchisor, as long as it's used according to the agreement.
This definition clarifies the scope of the franchisor's responsibility to protect the franchisee from intellectual property claims. It also highlights the importance of the trademark registration process and the potential for opposition during that process. A prospective Camp Margaritaville franchisee should understand these terms to assess the level of protection they receive from the franchisor regarding intellectual property rights and potential infringement claims.