Under what circumstances will Deer Solution indemnify a franchisee who is sued for trademark infringement?
Deer_Solution Franchise · 2025 FDDAnswer from 2025 FDD Document
Franchisor shall indemnify, defend, and hold Franchisee and Franchisee's officers, directors, shareholders, members, owners, partners, agents, representatives, independent contractors, employees, assigns and successors (the "Franchisee Indemnified Parties") harmless from all losses, expenses, claims, causes of action, lawsuits, liabilities, taxes, costs, demands, proceedings, investigations, hearings, and/or damages solely arising out of, or solely relating to, Franchisor's gross negligence in the operation of Franchisee's Deer Solution Business that was the direct cause of any such loss, expense, liability or damage provided Franchisee immediately notifies Franchisor of such claim, cause of action, lawsuit, demand, proceeding, investigation or hearing, and Franchisor shall pay all of the Franchisee Indemnified Parties' reasonable costs, fees and expenses of defending any such claim, cause of action, lawsuit, demand, proceeding, investigation, and/or hearing brought against any of the Franchisee Indemnified Parties or any such claim, cause of action, lawsuit, demand, proceeding, investigation, and/or hearing in which any of the Franchisee Indemnified Parties is named as a party, including, without limitation, reasonable accountant fees, attorney fees, and expert witness fees, court costs, deposition fees, travel expenses and other litigation expenses provided Franchisee immediately notifies Franchisor of such claim, cause of action, lawsuit, demand, proceeding, investigation or hearing. Franchisor agrees that the terms of this Article 10.C. shall survive the termination, expiration or Transfer of this Agreement.
Source: Item 23 — RECEIPTS (FDD pages 55–246)
What This Means (2025 FDD)
According to Deer Solution's 2025 Franchise Disclosure Document, Deer Solution will indemnify a franchisee under specific circumstances related to the franchisor's gross negligence. Deer Solution will defend and hold the franchisee harmless from losses, expenses, claims, lawsuits, liabilities, taxes, costs, demands, proceedings, investigations, hearings, and/or damages solely arising out of, or solely relating to, Deer Solution's gross negligence in the operation of the franchisee's Deer Solution Business. This gross negligence must be the direct cause of the loss, expense, liability, or damage.
To be eligible for indemnification, the franchisee must immediately notify Deer Solution of any claim, lawsuit, demand, proceeding, investigation, or hearing. If these conditions are met, Deer Solution will cover the franchisee's reasonable costs, fees, and expenses of defending against the claim. These expenses include reasonable accountant fees, attorney fees, expert witness fees, court costs, deposition fees, travel expenses, and other litigation expenses.
This indemnification agreement survives the termination, expiration, or transfer of the Franchise Agreement. However, the FDD excerpts provided do not specifically address trademark infringement claims. Therefore, it remains unclear whether Deer Solution's indemnification extends to cases of trademark infringement. A prospective franchisee should seek clarification from Deer Solution regarding indemnification coverage for trademark infringement and other potential claims.