Is Casiola required to indemnify a franchisee for damages or expenses in a copyright or patent proceeding?
Casiola Franchise · 2024 FDDAnswer from 2024 FDD Document
Franchisor shall indemnify, defend, and hold Franchisee and Franchisee's officers, directors, shareholders, members, owners, partners, agents, representatives, independent contractors, employees, assigns and successors (the "Franchisee Indemnified Parties") harmless from all losses, expenses, claims, causes of action, lawsuits, liabilities, taxes, costs, demands, proceedings, investigations, hearings, and/or damages solely arising out of, or solely relating to, Franchisor's gross negligence in the operation of Franchisee's Casiola Business that was the direct cause of any such loss, expense, liability or damage provided Franchisee immediately notifies Franchisor of such claim, cause of action, lawsuit, demand, proceeding, investigation or hearing, and Franchisor shall pay all of the Franchisee Indemnified Parties' reasonable costs, fees and expenses of defending any such claim, cause of action, lawsuit, demand, proceeding, investigation, and/or hearing brought against any of the Franchisee Indemnified Parties or any such claim, cause of action, lawsuit, demand, proceeding, investigation, and/or hearing in which any of the Franchisee
Source: Item 14 — PATENTS, COPYRIGHTS AND PROPRIETARY INFORMATION (FDD page 34)
What This Means (2024 FDD)
Based on the 2024 Franchise Disclosure Document, Casiola provides indemnification to its franchisees under specific circumstances. Casiola will indemnify, defend, and hold the franchisee harmless from losses, expenses, claims, causes of action, lawsuits, liabilities, taxes, costs, demands, proceedings, investigations, hearings, and/or damages solely arising out of, or solely relating to, Casiola's gross negligence in the operation of the franchisee's Casiola Business that was the direct cause of any such loss, expense, liability or damage.
However, this indemnification is contingent upon the franchisee immediately notifying Casiola of any such claim, cause of action, lawsuit, demand, proceeding, investigation, or hearing. Casiola will then cover all reasonable costs, fees, and expenses of defending the franchisee in these matters, including accountant fees, attorney fees, expert witness fees, court costs, deposition fees, travel expenses, and other litigation expenses.
It is important to note that the indemnification provided by Casiola is specifically tied to situations arising from Casiola's gross negligence. The FDD excerpts do not explicitly state whether this indemnification extends to copyright or patent infringement claims. A prospective franchisee should clarify with Casiola whether the indemnification covers such intellectual property-related claims and under what specific conditions.