Under what conditions will Checkers indemnify a franchisee against damages arising from the use of a Mark?
Checkers Franchise · 2025 FDDAnswer from 2025 FDD Document
We agree to indemnify you against, and to reimburse you for, all damages for which you are held liable in any proceeding arising out of your authorized use of any Mark pursuant to and in compliance with this Agreement and, except as provided herein, for all costs you reasonably incur in defending any such claim brought against you, provided: (i) you timely notified us of such claim pursuant to Section 5.04, and (ii) that you and your Owners and Affiliates are in compliance with this Agreement and all other agreements with us or any of our Affiliates.
We, at our sole discretion, are entitled to prosecute, defend and/or settle any proceeding arising out of your use of any Mark pursuant to this Agreement, and, if we undertake to prosecute, defend and/or settle any such matter, we will have no obligation to indemnify or reimburse you for any fees or disbursements of any legal counsel or other advisors you may have retained.
Source: Item 22 — CONTRACTS (FDD pages 91–92)
What This Means (2025 FDD)
According to Checkers' 2025 Franchise Disclosure Document, Checkers will indemnify a franchisee against damages if the franchisee is held liable in a proceeding arising from the authorized use of any Mark, provided the franchisee was in compliance with the Franchise Agreement and all other agreements with Checkers or its affiliates. Checkers will also reimburse the franchisee for all costs reasonably incurred in defending against such a claim.
To be eligible for indemnification, the franchisee must notify Checkers immediately of any apparent infringement or challenge to the use of any Mark, or any claim by another person of any rights in any Mark. The franchisee is not allowed to communicate with any person other than Checkers and its counsel regarding the infringement, challenge, or claim. The franchisee must also sign documents and provide assistance to protect Checkers' interests in any litigation or U.S. Patent and Trademark Office proceeding.
Checkers has the sole discretion to prosecute, defend, and/or settle any proceeding arising out of the franchisee's use of any Mark. If Checkers chooses to handle the matter, they are not obligated to indemnify or reimburse the franchisee for any legal counsel or advisor fees the franchisee may have incurred. For franchisees in Minnesota, Checkers will protect the franchisee's right to use trademarks and indemnify them from losses, costs, or expenses from claims regarding the use of the name.