Are there any exceptions to the Crave franchisee's obligation to indemnify Crave for intellectual property infringement?
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, a franchisee is generally required to indemnify Crave and its related parties against claims arising from the franchisee's activities. However, there are specific exceptions to this indemnification obligation regarding intellectual property infringement.
Specifically, the franchisee is not required to indemnify Crave in infringement actions regarding the Marks (Crave's trademarks) if the infringement is caused solely by Crave's actions or the negligent acts of Crave or its agents. This means that if Crave provides instructions, materials, or otherwise directs the franchisee in a way that leads to trademark infringement, the franchisee is not responsible for covering Crave's legal costs or damages.
This exception protects the franchisee from liability in situations where they are following Crave's guidance and inadvertently infringe on someone else's intellectual property. However, it's important to note that this exception is limited. If the infringement is caused by the franchisee's own actions, or by actions that are not solely attributable to Crave's negligence or direct actions, the franchisee will likely still be responsible for indemnifying Crave.