What are the licensee's required actions to receive indemnification from Del Taco regarding software infringement claims?
Del_Taco Franchise · 2025 FDDAnswer from 2025 FDD Document
By Del Taco. Subject to Section 10.2, Del Taco will indemnify Licensee against any claim that the Software, furnished and used within the scope of this Agreement, infringes any U.S. copyright or patent, provided that: (i) Del Taco is given prompt notice of the claim; (ii) Del Taco is given immediate and complete control over the defense and/or settlement of the claim and Licensee fully cooperates with Del Taco in such defense and/or settlement; (iii) Licensee does not prejudice in any manner Del Taco's conduct of such claim; and (iv) the alleged infringement is not based upon the use of the Software in a manner prohibited under this Agreement, in a manner for which the Software was not designed, or in a manner not in accordance with the Del Taco's specifications.
Source: Item 23 — RECEIPTS (FDD pages 59–325)
What This Means (2025 FDD)
According to Del Taco's 2025 Franchise Disclosure Document, Del Taco will indemnify the licensee against claims that the software infringes on a U.S. copyright or patent under specific conditions. To be eligible for indemnification, the licensee must give Del Taco prompt notice of the claim.
Furthermore, the licensee must give Del Taco immediate and complete control over the defense or settlement of the claim and fully cooperate with Del Taco in the defense or settlement. The licensee must not take any actions that could prejudice Del Taco's handling of the claim.
Finally, the alleged infringement must not be based on the use of the software in a manner prohibited by the agreement, in a way for which the software was not designed, or in a manner not following Del Taco's specifications. If these conditions are met, Del Taco will provide indemnification to the licensee against copyright or patent infringement claims related to the software.