Does Carbones Pizzeria indemnify against all third-party claims, or only those resulting from trademark infringement?
Carbones_Pizzeria Franchise · 2025 FDDAnswer from 2025 FDD Document
- 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 13 — TRADEMARKS (FDD pages 21–22)
What This Means (2025 FDD)
According to Carbones Pizzeria's 2025 Franchise Disclosure Document, the franchisor's indemnification of the franchisee is limited to claims of trademark infringement. Specifically, Carbones Pizzeria will indemnify a franchisee against liability to third parties resulting from claims that the franchisee's use of the Carbone's Pizza and Carbone's Pizzeria trademarks infringes upon a third party's trademark rights. However, this indemnification applies only if the franchisee's use of the trademarks is in accordance with the terms of the Franchise Agreement, including any requirements to modify or discontinue the use of a name or mark.
To be eligible for indemnification, the franchisee must notify Carbones Pizzeria of any such claim within ten days of receiving it and must tender the defense of the claim to the franchisor. If Carbones Pizzeria accepts the defense, it has the right to manage the defense, including the right to compromise, settle, or otherwise resolve the claim, and to determine whether to appeal any final determination of the claim.
This means that if a franchisee faces a lawsuit or claim from a third party alleging trademark infringement due to the franchisee's use of the Carbones Pizzeria trademarks as directed, Carbones Pizzeria will cover the franchisee's liability, provided the franchisee followed the agreement terms and notified Carbones Pizzeria promptly. However, the franchisor does not provide indemnification for other types of claims, and the franchisor maintains control over the legal defense of any covered claims.