Does the Crave Cookies franchise agreement require Crave Cookies to take affirmative action when notified of copyright infringement?
Crave_Cookies Franchise · 2025 FDDAnswer from 2025 FDD Document
12.3 Infringement.
(a) Defense of Franchisee. If Franchisee has used the Marks in accordance with this Agreement, then (i) Crave Cookies Franchising shall defend Franchisee (at Crave Cookies Franchising's expense) against any Action by a third-party alleging infringement by Franchisee's use of a Mark, and (ii) Crave Cookies Franchising will indemnify Franchisee for expenses and damages if the Action is resolved unfavorably to Franchisee.
(b) Infringement by Third Party. Franchisee shall promptly notify Crave Cookies Franchising if Franchisee becomes aware of any possible infringement of a Mark by a third party. Crave Cookies Franchising may, in its sole discretion, commence or join any claim against the infringing party.
(c) Control. Crave Cookies Franchising shall have the exclusive right to control any prosecution or defense of any Action related to possible infringement of or by the Marks.
Source: Item 14 — PATENTS, COPYRIGHTS AND PROPRIETARY INFORMATION (FDD pages 32–33)
What This Means (2025 FDD)
According to the 2025 Crave Cookies Franchise Disclosure Document, the franchise agreement outlines specific actions regarding trademark infringement. If a franchisee uses the marks in accordance with the agreement and faces an infringement claim, Crave Cookies is obligated to defend the franchisee at its own expense and indemnify them for expenses and damages if the action is resolved unfavorably to the franchisee.
However, the agreement also stipulates that the franchisee must promptly notify Crave Cookies if they become aware of any potential trademark infringement by a third party. Crave Cookies then has the sole discretion to decide whether to initiate or join any claim against the infringing party. This means that while Crave Cookies will defend the franchisee against claims of infringement resulting from the franchisee's authorized use of Crave Cookies's trademarks, it is not obligated to take action against third parties infringing on those marks; the decision to do so is at Crave Cookies's discretion.
This arrangement is fairly typical in franchising, where the franchisor owns the trademarks and controls their use and defense. A prospective Crave Cookies franchisee should understand that while they will be protected from legal action if they properly use the brand's trademarks, they cannot force Crave Cookies to pursue legal action against others who may be infringing on those trademarks. This is an important consideration for franchisees concerned about brand protection and market integrity.