Will Crave Cookies indemnify a franchisee for expenses or damages in a copyright proceeding?
Crave_Cookies Franchise · 2025 FDDAnswer from 2025 FDD Document
ARTICLE 12. MARKS
- 12.1 Authorized Marks. Franchisee shall use no trademarks, service marks or logos in connection with the Business other than the Marks. Franchisee shall use all Marks specified by Crave Cookies Franchising, and only in the manner as Crave Cookies Franchising may require. Franchisee has no rights in the Marks other than the right to use them in the operation of the Business in compliance with this Agreement. All use of the Marks by Franchisee and any goodwill associated with the Marks, including any goodwill arising due to Franchisee's operation of the Business, will inure to the exclusive benefit of Crave Cookies Franchising.
- 12.2 Change of Marks. Crave Cookies Franchising may add, modify, or discontinue any Marks to be used under the System. Within a reasonable time after Crave Cookies Franchising makes any such change, Franchisee must comply with the change, at Franchisee's expense.
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.
- 12.4 Name. If Franchisee is an entity, it shall not use the word[s] "Crave Cookies" or any confusingly similar words in its legal name.
Source: Item 14 — PATENTS, COPYRIGHTS AND PROPRIETARY INFORMATION (FDD pages 32–33)
What This Means (2025 FDD)
According to Crave Cookies' 2025 Franchise Disclosure Document, under certain conditions, Crave Cookies will indemnify a franchisee against expenses and damages in an infringement action. Specifically, if the franchisee has used the Marks (trademarks, service marks, or logos) in accordance with the franchise agreement, Crave Cookies will defend the franchisee at its own expense against any third-party action alleging infringement due to the franchisee's use of a Mark. Furthermore, Crave Cookies will indemnify the franchisee for expenses and damages if the action is resolved unfavorably to the franchisee.
This protection is contingent on the franchisee's adherence to the agreement's terms regarding the use of Crave Cookies' Marks. The franchisee has no rights in the Marks other than the right to use them in the operation of the business in compliance with the Agreement. All use of the Marks by Franchisee and any goodwill associated with the Marks, including any goodwill arising due to Franchisee's operation of the Business, will inure to the exclusive benefit of Crave Cookies Franchising.
Crave Cookies retains exclusive control over the defense or prosecution of any action related to potential infringement of the Marks. The franchisee is obligated to promptly inform Crave Cookies of any potential infringement by a third party. This arrangement is typical in franchising, as the franchisor owns the intellectual property and has a vested interest in protecting its brand. Franchisees must use only authorized marks and in the manner specified by Crave Cookies.