Is the franchisee responsible for the expenses of complying with the obligation to use additional or substitute names or marks for Carbones Pizzeria?
Carbones_Pizzeria Franchise · 2025 FDDAnswer from 2025 FDD Document
- c. If it becomes advisable at any time in the sole discretion of Franchisor to modify or discontinue the use of any of the Names and Marks and/or use one or more additional or substitute names or marks, Franchisee is obligated to do so and Franchisee shall bear all expenses of complying with this obligation.
- d. Franchisor shall indemnify Franchisee against liability to third parties resulting from claims by third parties that such Franchisee's use of the Names and Marks infringes trademark rights of the third party. Franchisor will not indemnify against the consequences of Franchisee's use of Franchisor's trademark except those uses made in accordance with the requirements of provisions of this Agreement (including any requirement imposed by Franchisor to modify or discontinue the use of any name or mark and/or use one or more additional or substitute names or marks). As a condition to such indemnification, Franchisee must provide notice to Franchisor of any such claim within ten (10) days of its receipt of a claim and tender the defense of the claim to Franchisor. If Franchisor accepts the tender of defense, Franchisor has the right to manage the defense of the claim, including the right to compromise, settle or otherwise resolve the claim and to determine whether to appeal a final determination of the claim.
Source: Item 23 — RECEIPTS (FDD pages 30–116)
What This Means (2025 FDD)
According to the 2025 Carbones Pizzeria Franchise Disclosure Document, the franchisee is responsible for all expenses incurred when complying with the obligation to use additional or substitute names or marks. This means that if Carbones Pizzeria decides to modify or discontinue the use of any of its names or marks, or requires the use of additional or substitute names or marks, the franchisee must comply. The franchisee will bear all costs associated with making these changes.
This obligation could involve various expenses for the franchisee. For example, the franchisee may need to update signage, marketing materials, menus, and other branded items to reflect the new names or marks. These updates can be costly, especially if the franchisee has a large inventory of branded materials or a prominent storefront with expensive signage. The franchisee should factor in these potential costs when evaluating the franchise opportunity.
However, Carbones Pizzeria will indemnify the franchisee against liability to third parties resulting from claims that the franchisee's use of the names and marks infringes on the trademark rights of a third party. To be eligible for indemnification, the franchisee must notify Carbones Pizzeria of any such claim within ten days of receiving it and tender the defense of the claim to Carbones Pizzeria. Carbones Pizzeria then has the right to manage the defense, including settling or appealing the claim.