What is the deadline for a Cinnabon franchisee in Minnesota to provide notice to Cinnabon of a third-party trademark infringement claim to be eligible for indemnification?
Cinnabon Franchise · 2025 FDDAnswer from 2025 FDD Document
The Minnesota Department of Commerce requires that we indemnify you against liability to third parties resulting from claims by third parties that your use of our trademark infringes trademark rights of the third party.
We do not indemnify against the consequences of your use of our trademark except in accordance with the requirements of the Agreement, and, as a condition to indemnification, you must provide notice to us of any claim within 10 days and tender the defense of the claim to us.
If we accept the tender of defense, we have 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 114–399)
What This Means (2025 FDD)
According to the 2025 Cinnabon FDD, a Cinnabon franchisee in Minnesota must provide notice to Cinnabon of any third-party claim of trademark infringement within 10 days to be eligible for indemnification. This requirement is stipulated by the Minnesota Department of Commerce, which mandates that Cinnabon indemnify its Minnesota franchisees against liabilities arising from trademark infringement claims. However, this indemnification is conditional.
Specifically, the franchisee must adhere to the terms outlined in the Franchise Agreement, including providing prompt notice of the claim. This means that if a third party claims that a Cinnabon franchisee's use of the Cinnabon trademark infringes on their trademark rights, the franchisee must notify Cinnabon within 10 days of becoming aware of the claim.
In addition to providing timely notice, the franchisee must also tender the defense of the claim to Cinnabon and cooperate in the defense against the claim. If Cinnabon accepts the defense, it has the right to manage the defense, including the right to compromise, settle, or otherwise resolve the claim, and to determine whether to appeal any final determination. This addendum clarifies the responsibilities and rights of both the franchisor and franchisee in the event of a trademark infringement claim in Minnesota.