Does the Carbones Pizzeria franchisee's indemnification obligation include advertising conducted by the franchisee?
Carbones_Pizzeria Franchise · 2025 FDDAnswer from 2025 FDD Document
Franchisee shall indemnify Franchisor against, and reimburse Franchisor for, all obligations and damages for which Franchisor is liable and for all costs reasonably incurred by Franchisor in the defense of any such claim brought against it, or in any such action in which it is named as a party, arising out of any act or omission of Franchisee, its personnel or contractors, or as a result of any activities occurring at, by, or through Franchisee's business, including the Restaurant, its operation, design, or construction, or otherwise, the sale of the Restaurant, the provision of any products or services, the hiring of any employees, and any advertising conducted by Franchisee. Such indemnification shall include reasonable attorneys' fees, costs of investigation or proof of facts, court costs, other litigation expenses, and travel and living expenses.
Source: Item 23 — RECEIPTS (FDD pages 30–116)
What This Means (2025 FDD)
According to the 2025 Carbones Pizzeria Franchise Disclosure Document, the franchisee's indemnification obligations do extend to advertising activities. Specifically, the franchisee is required to indemnify Carbones Pizzeria against obligations, damages, and costs arising from any act or omission by the franchisee, its personnel, or contractors. This includes any activities occurring at or through the franchisee's business, such as the restaurant's operation, design, or construction, the sale of products or services, the hiring of employees, and, importantly, any advertising conducted by the franchisee.
This indemnification covers a broad range of potential liabilities, including reasonable attorneys' fees, costs of investigation, court costs, litigation expenses, and travel and living expenses. This means that if Carbones Pizzeria faces a claim or lawsuit due to the franchisee's advertising activities (for example, claims of false advertising, copyright infringement, or misrepresentation), the franchisee is responsible for covering Carbones Pizzeria's associated costs and damages.
This requirement highlights the importance of franchisees ensuring that all their advertising and promotional materials comply with applicable laws and regulations, and adhere to the standards set by Carbones Pizzeria. Franchisees should also be aware that Carbones Pizzeria must approve all advertising of the Restaurant by or on behalf of Franchisee before it is published. It is also important to work with Carbones Pizzeria's approved design firm in creating and publishing any advertising. Failure to do so could result in the franchisee being held liable for significant financial losses incurred by Carbones Pizzeria.