Will Degree Wellness indemnify a franchisee from losses related to trademark use in Minnesota?
Degree_Wellness Franchise · 2025 FDDAnswer from 2025 FDD Document
provisions regarding termination fees with respect to franchises governed by Minnesota law.
With respect to the disclosures in Item 13 of the Disclosure Document, the Disclosure Document and the Franchise Agreement state that we have discretion to control any litigation or other proceeding arising out of any actual or alleged infringement, challenging, or claim relating to any Mark, and that we will (i) indemnify you against all damages for which you are held liable in any trademark infringement proceeding arising out of your use of any Mark under and in compliance with your Franchise Agreement; and (ii) reimburse for all costs you reasonable incur
in defending the claim; however, you must have timely notified us of the claim, and complied with your Franchise Agreement. Minnesota law requires that the Disclosure Document and Franchise Agreement must state that the franchisor will protect the franchisee's right to use the trademarks, service marks, trade names, logotypes, or other commercial symbols, and/or indemnify the franchisee from any loss, costs, or expenses arising out of any claim, suit, or demand regarding the use of the same.
With respect to the disclosures in Item 17 of the Disclosure Document
- (i) The Disclosure Document and Franchise Agreement provisions name Florida law as the governing law, and Florida as the choice of forum and jurisdiction and venue. Minn. Stat. § 80C.21 and Minn. Rule 2860.4400J prohibit us from requiring litigation arising from claims under Minnesota franchise laws (Minn. Stat.
Source: Item 23 — Receipts (FDD pages 66–257)
What This Means (2025 FDD)
According to Degree Wellness's 2025 Franchise Disclosure Document, Minnesota law requires that the franchise agreement state that Degree Wellness will protect the franchisee's right to use its trademarks or indemnify the franchisee from any losses, costs, or expenses arising from claims related to their use. This protection is specifically mandated by Minnesota Statute 80C.12 Subd. 1(G), which the FDD acknowledges as considering it unfair not to protect a franchisee's right to use the trademarks.
Specifically, Degree Wellness states that it will indemnify the franchisee against all damages for which they are held liable in any trademark infringement proceeding arising out of the franchisee's use of any mark under and in compliance with their Franchise Agreement. Degree Wellness will also reimburse the franchisee for all costs reasonably incurred in defending the claim. However, the franchisee must have notified Degree Wellness of the claim in a timely manner and complied with the Franchise Agreement.
This indicates that Degree Wellness franchisees operating in Minnesota can expect to be protected from financial losses and legal expenses if they face trademark-related claims, provided they adhere to the terms of the franchise agreement and promptly inform Degree Wellness of any such claims. This protection aligns with Minnesota's franchise laws designed to safeguard franchisees' rights regarding trademark usage.