Does the Camp Margaritaville franchisor indemnify the franchisee for trademark infringement resulting from the use of Sub-Licensed Marks, and what are the conditions for this indemnification?
Camp_Margaritaville Franchise · 2025 FDDAnswer from 2025 FDD Document
terial respect when made and has or will adversely affect the interest of the Franchisor;
- (e) Franchisee's negligence, gross negligence, knowingly willful misconduct, or fraud;
- (f) any data breach or failure to secure Guest Profile Data in compliance with Applicable Law;
- (g) any breach, failure, or incidence of non-compliance with PCI Security Standards; or
- (h) personal injuries or losses occurring on the premises of the Resort.
Section 10.02 Indemnification by Franchisor. Franchisor shall defend, indemnify, and hold harmless Franchisee and its Affiliates and their respective owners, members, partners, trustees, beneficiaries, directors, officers, employees and agents, and the successors and assigns of each of the foregoing (collectively, the "Franchisee Indemnified Parties") for, from and against any and all Third-Party Claims if and to the extent arising out of:
- (a) any Event of Default by Franchisor;
- (b) the infringement or alleged infringement of another's trademark as a result of Franchisee's use of the Sub-Licensed Marks according to this Agreement, which are either registered in or allowed for registration in the class of goods or services of the infringement or alleged infringement; for purposes of this Section 10.02(b), "allowed for registration" shall mean approved by the applicable government-controlled trademark office and past any opposition period without being opposed;
- (c) the infringement or alleged infringement of another's intellectual property rights as a result of Franchisee's use of the Sub-Licensed Trade Dress and Margaritaville Artwork in accordance with this Agreement which is created or provided by or on behalf of Franchisor;
Source: Item 23 — RECEIPTS (FDD pages 72–406)
What This Means (2025 FDD)
According to Camp Margaritaville's 2025 Franchise Disclosure Document, the franchisor will defend, indemnify, and hold harmless the franchisee, its affiliates, and their respective personnel against third-party claims arising from the infringement or alleged infringement of another's trademark. This protection applies specifically when the franchisee uses the Sub-Licensed Marks according to the franchise agreement.
The indemnification is conditional upon the Sub-Licensed Marks being either registered or allowed for registration in the class of goods or services related to the infringement or alleged infringement. For the purposes of this clause, "allowed for registration" means the mark has been approved by the relevant government trademark office and has passed the opposition period without any opposition. This means Camp Margaritaville is responsible for legal costs and damages if a franchisee is sued for using trademarks as directed in the agreement, provided those trademarks have been properly vetted and are in the process of registration.
Camp Margaritaville also extends this indemnification to cover the infringement or alleged infringement of another's intellectual property rights resulting from the franchisee's use of the Sub-Licensed Trade Dress and Margaritaville Artwork. This protection is valid only when the trade dress and artwork are created or provided by or on behalf of Camp Margaritaville and used in accordance with the franchise agreement. This clause ensures that franchisees are protected when using the franchisor's provided marketing and branding materials.
In the event of a claim, the franchisee is required to provide written notice to Camp Margaritaville, allowing them to appoint counsel for the defense of the claim. The counsel's appointment is subject to the franchisee's reasonable approval. This process ensures that the franchisee has some control over the legal representation while allowing Camp Margaritaville to manage the defense strategy and costs.