Under what condition will Crave indemnify a franchisee against claims, liabilities, costs, damages, and expenses arising from the use of the Marks?
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, Crave will not indemnify a franchisee in infringement actions regarding the Marks if the actions are caused solely by Crave's actions or the negligent acts of Crave or its agents. However, the franchisee is responsible for indemnifying Crave and its officers, directors, and employees against claims arising from the franchisee's activities, but this excludes the aforementioned infringement actions.
This means that if a third party sues a Crave franchisee for trademark infringement due to the franchisee's use of Crave's trademarks, Crave will only cover the franchisee's legal costs and damages if the infringement was a direct result of Crave's instructions or negligence. If the infringement claim arises from the franchisee's own actions or decisions, the franchisee will be responsible for defending the claim and covering any associated costs.
This arrangement is fairly typical in franchising, where franchisees operate independently but under the franchisor's brand. Franchisees should ensure they adhere strictly to Crave's guidelines on trademark usage to minimize the risk of infringement claims. It is also advisable for franchisees to carry appropriate insurance to cover potential intellectual property disputes.