Does the indemnification obligation for Crave franchisees extend to infringements of intellectual property rights?
Crave Franchise · 2025 FDDAnswer from 2025 FDD Document
14.3 You understand and agree that nothing in this Agreement authorizes you to make any contract, agreement, warranty or representation on our behalf, or to incur any debt or other obligation in our name, and that we assume no liability for, nor shall be deemed liable by reason of, any act or omission of yours or any claim or judgment arising therefrom. You shall indemnify and hold us and our officers, directors, and employees harmless against any and all such claims arising directly or indirectly from, as a result of, or in connection with your activities hereunder, as well as the cost, including reasonable attorneys' fees, of defending against them, except that the foregoing shall not apply to infringement actions regarding the Marks which are caused solely by our actions or actions caused by the negligent acts of us or our agents.
Source: Item 23 — RECEIPTS (FDD pages 63–253)
What This Means (2025 FDD)
According to Crave's 2025 Franchise Disclosure Document, franchisees are generally required to indemnify Crave and its related parties against claims arising from the franchisee's activities. However, this indemnification does not extend to infringement actions regarding Crave's trademarks if those actions are caused solely by Crave's own actions or the negligent acts of Crave or its agents.
In practical terms, this means that if a third party sues a Crave franchisee for using Crave's trademarks in a way that infringes on the third party's intellectual property rights, the franchisee would typically be responsible for covering Crave's legal costs and any resulting damages. However, there's an exception: if the infringement claim arises directly from Crave's instructions or negligence, Crave will bear the responsibility for defending against the claim and covering the costs.
This provision is important for prospective Crave franchisees to understand because it clarifies the allocation of risk related to intellectual property infringement. While franchisees must generally indemnify Crave, they are protected from liability when the infringement is a result of Crave's actions. Franchisees should carefully consider this indemnification clause and seek legal advice to fully understand their obligations and potential liabilities.