Will Carbones Pizzeria indemnify a franchisee against liability resulting from trademark infringement claims?
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 23 — RECEIPTS (FDD pages 30–116)
What This Means (2025 FDD)
According to the 2025 Carbones Pizzeria Franchise Disclosure Document, Carbones Pizzeria will indemnify franchisees against liability to third parties resulting from trademark infringement claims. Specifically, this indemnification applies to claims arising from the franchisee's use of the Names and Marks (Carbone's Pizzeria or Carbone's Pizza) if that use adheres to the franchise agreement's provisions.
However, Carbones Pizzeria will not provide indemnification if the trademark infringement results from uses of the trademark that do not comply with the franchise agreement. For example, if a franchisee uses a trademark or logo other than the Names and Marks without prior written approval from Carbones Pizzeria, the franchisee will not be indemnified.
To be eligible for indemnification, the franchisee must notify Carbones Pizzeria of any trademark claim within ten days of receiving it and must allow Carbones Pizzeria to control the defense of the claim. This includes the right to settle or appeal the claim. This is a fairly standard clause in franchise agreements, as it allows the franchisor to protect its brand and manage legal risks effectively. Franchisees should be aware of these conditions to ensure they can receive indemnification if a trademark claim arises.