What is the required action a Carbones Pizzeria franchisee must take to be indemnified against 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 claims that the franchisee's use of the Names and Marks infringes on a third party's trademark rights. However, this indemnification only applies to uses made in accordance with the requirements outlined in the Franchise Agreement, including any requirements imposed by Carbones Pizzeria to modify or discontinue the use of any name or mark, or to use additional or substitute names or marks.
To be eligible for indemnification, a Carbones Pizzeria franchisee must provide notice to Carbones Pizzeria of any such claim within ten days of receiving it and must tender the defense of the claim to Carbones Pizzeria. This means the franchisee must promptly inform Carbones Pizzeria of the claim and allow them to take over the legal defense.
If Carbones Pizzeria accepts the defense, it 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. This indicates that Carbones Pizzeria maintains control over the legal strategy and decisions related to the claim, which is a common practice in franchising to protect the brand's interests.