What is Cinnabon's responsibility to defend a franchisee against suits related to Intellectual Property?
Cinnabon Franchise · 2025 FDDAnswer from 2025 FDD Document
es that are part of the System (collectively, the "Intellectual Property"), or contest our sole right to register, use, or license others to use the Intellectual Property.
- 9.4 Changes to the Intellectual Property. We have the right, upon reasonable notice, to change, discontinue, or substitute for any of the Intellectual Property and to adopt entirely different or new Intellectual Property for use with the System without any liability to you, in our sole discretion. You agree to implement any such change at your own expense within the time we reasonably specify.
- 9.5 Third-Party Challenges. You agree to notify us promptly of any unauthorized use of the Intellectual Property of which you have knowledge. You also agree to inform us promptly of any challenge by any person or Entity to the validity of our ownership of or our right to license others to use any of the Intellectual Property. We agree to protect and defend you against any suit filed
or demand made against you challenging the validity of the Intellectual Property (an "IP Claim"), and to defend and indemnify you against your loss, cost, or expense related to the IP Claim, except where the IP Claim arose because you used the Intellectual Property in violation of this Agreement.
Source: Item 23 — Receipts (FDD pages 114–399)
What This Means (2025 FDD)
According to the 2025 Cinnabon Franchise Disclosure Document, Cinnabon agrees to protect and defend a franchisee against any suit or demand challenging the validity of the Intellectual Property, referred to as an "IP Claim." This includes defending and indemnifying the franchisee against any loss, cost, or expense related to the IP Claim. However, this protection does not apply if the IP Claim arises because the franchisee used the Intellectual Property in violation of the Franchise Agreement.
Cinnabon will manage and control any litigation or administrative proceedings related to the Intellectual Property, including settlements, and will retain any proceeds, damages, and other sums, including attorneys' fees, recovered from such actions. The franchisee is required to cooperate by executing documents and providing assistance as deemed necessary by Cinnabon to maintain the validity and enforceability of the Intellectual Property.
This arrangement is fairly typical in franchising, where the franchisor owns the brand's intellectual property and is responsible for its overall protection. The franchisee benefits from this protection, as they are shielded from legal challenges related to the brand's trademarks and other intellectual property. However, it's crucial for the franchisee to adhere to the terms of the Franchise Agreement regarding the use of intellectual property to maintain this protection. Franchisees must also notify Cinnabon promptly of any unauthorized use of the Intellectual Property or any challenges to its validity or ownership.