Is Crave Cookies required to participate in the defense of a franchisee 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 the 2025 Crave Cookies FDD, under certain conditions, Crave Cookies is required to defend a franchisee in an action alleging infringement. 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 action by a third party 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, provided the franchisee used the marks as specified in the agreement. Crave Cookies retains the exclusive right to control any prosecution or defense related to possible infringement of or by the Marks.
This obligation is contingent upon the franchisee's proper use of the Marks as outlined in the agreement. If the franchisee deviates from the approved usage, Crave Cookies may not be obligated to defend or indemnify them. It is also important to note that the franchisee must promptly notify Crave Cookies of any potential infringement of a Mark by a third party, allowing Crave Cookies to take appropriate action.