Under what circumstances is a Carbones Pizzeria franchisee required to indemnify the franchisor?
Carbones_Pizzeria Franchise · 2025 FDDAnswer from 2025 FDD Document
9. Use of Name; Changing Name; Indemnification Against Infringement Suits.
a. Franchisee, in the conduct of Franchisee's business, agrees to use only the name "Carbone's Pizzeria". Franchisee shall identify Franchisee's Restaurant as a member
of the Carbone's franchise system. Franchisee agrees that Franchisee will not include any of the Names and Marks in its corporate name nor make any use, direct or indirect, of the names "Carbone's Pizzeria", "Carbone's Pizza" or any other Name and Mark in connection with any other business, that Franchisee will not authorize or attempt to authorize the use of any of the foregoing in any other area and that Franchisee will not permit any other party to use any of the foregoing.
Source: Item 23 — RECEIPTS (FDD pages 30–116)
What This Means (2025 FDD)
According to the 2025 Carbones Pizzeria Franchise Disclosure Document, a franchisee must indemnify the franchisor against infringement suits under certain conditions related to the use of the Carbone's Pizzeria name. Specifically, the franchisee is obligated to protect the franchisor from legal claims if the franchisee uses the name in an unauthorized manner.
This means that if a Carbones Pizzeria franchisee uses the brand's name or marks in a way that infringes on someone else's intellectual property rights, the franchisee will have to cover the franchisor's legal costs and any damages awarded. This could occur if the franchisee uses the name in connection with another business, includes the names and marks in their corporate name without authorization, or allows another party to use the name without permission.
This indemnification clause protects Carbones Pizzeria from liabilities arising from a franchisee's misuse of the brand's intellectual property. It also incentivizes franchisees to adhere strictly to the brand's guidelines regarding the use of its name and marks, ensuring consistency and preventing potential legal issues. Prospective franchisees should carefully review these terms and ensure they fully understand their obligations regarding the use of the Carbones Pizzeria name to avoid potential legal and financial repercussions.