Under what conditions will Cicis indemnify a franchisee against damages for which they are held liable in any proceeding resulting from their use of any of the Marks?

According to Cicis's 2025 Franchise Disclosure Document, Cicis will indemnify a franchisee against damages for which they are held liable in any proceeding resulting from their use of any of the Marks, provided that the franchisee's conduct and the conduct of their Controlling Principals in the proceeding and in the use of the Marks is in full compliance with the terms of the Franchise Agreement.

This means that Cicis will cover the franchisee's damages if a lawsuit or other legal proceeding arises from the franchisee's use of Cicis's trademarks, but only if the franchisee has followed all the rules and regulations outlined in the Franchise Agreement. This protection is a significant benefit for franchisees, as it shields them from potentially substantial financial losses due to trademark-related legal issues.

However, it's crucial for prospective Cicis franchisees to understand that this indemnification is conditional. If the franchisee or their Controlling Principals violate the Franchise Agreement in any way, this protection is voided. Therefore, franchisees must diligently adhere to all terms and conditions of the Franchise Agreement to maintain this indemnification. Cicis is not obligated to protect the franchisee's rights to use the Marks or to protect them against claims of infringement or unfair competition outside of this specific condition.