Does the Crave Franchise Agreement obligate Crave to protect a franchisee against claims of infringement or unfair competition with respect to the Crave marks?
Crave Franchise · 2025 FDDAnswer from 2025 FDD Document
We will indemnify you against and reimburse you for all damages for which you are held liable for your use of any of the Marks, provided that the conduct of you and your Principals in the proceeding and use of the Marks is in full compliance with the terms of the Franchise Agreement.
Except as provided above, the Franchise Agreement does not obligate us to protect any rights granted to you to use the Marks or to protect you against claims of infringement or unfair competition with respect to them. Although we are not contractually obligated to protect the Marks or your right to use them, as a matter of corporate policy we intend to defend the Marks vigorously.
We may require you, at your expense, to discontinue or modify your use of any of the Marks or to use one or more additional or substitute trade names, service marks, trademarks, symbols, logos, emblems and indicia of origin if we determine that an addition or substitution will benefit the System.
The license to use the Marks granted in the Franchise Agreement is non-exclusive to you. We have and retain certain rights in the Marks including the following:
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- To grant other licenses for the use of the Marks in addition to those licenses already granted or to be granted to franchisees;
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- To develop and establish other systems using the Marks or other names or marks, and to grant licenses or franchises in those systems without providing any rights to you; and
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- To engage, directly or indirectly, at wholesale, retail or otherwise, in (a) the production, distribution, license and sale of products and services and (b) the use of the Marks and any and all trademarks, trade names, service marks, logos, insignia, slogans, emblems, symbols, designs and other identifying characteristics we may develop for that purpose.
Source: Item 13 — TRADEMARKS (FDD pages 46–47)
What This Means (2025 FDD)
According to Crave's 2025 Franchise Disclosure Document, the Franchise Agreement does not generally obligate Crave to protect franchisees against claims of infringement or unfair competition related to the Crave marks. However, Crave will indemnify a franchisee and reimburse them for damages if they are held liable for using the marks, provided that the franchisee's conduct and their principals' conduct in the proceeding and use of the marks fully complies with the terms of the Franchise Agreement. This means that if a franchisee uses the marks correctly and according to the agreement, Crave will cover the damages from infringement claims.
Despite not being contractually obligated, Crave states that as a matter of corporate policy, they intend to vigorously defend the marks. This indicates that while not legally bound, Crave aims to protect its trademarks. However, Crave retains significant control over the marks, including the right to grant other licenses, develop other systems using the marks, and engage in the production, distribution, and sale of products and services using the marks.
Furthermore, the FDD states that franchisees must immediately notify Crave of any apparent infringement of the marks or any challenges to their use. Crave has the exclusive right to control any litigation or proceedings related to the marks, and franchisees are required to sign documents and take actions necessary to protect Crave's interests. This highlights the importance of franchisees adhering to Crave's guidelines and promptly reporting any potential issues related to the trademarks.
In summary, while Crave is not contractually obligated to protect franchisees from infringement claims, they do offer indemnification under specific conditions and express an intent to defend their marks. Franchisees must be vigilant in protecting the marks and following Crave's instructions to maintain this protection.