What is the definition of "Claims" in the context of Floyds 99?
Floyds_99 Franchise · 2025 FDDAnswer from 2025 FDD Document
The Franchisor shall indemnify and hold the Franchisee harmless from, and reimburse the Franchisee for, any loss, liability, claim or damages (collectively, the "Claims"), and all reasonable costs, expenses and attorneys' fees incurred defending any Claims brought against the Franchisee, or in any action in which the Franchisee is named as a party, which arises out of or is related to the Franchisee's authorized use of any Mark or copyrighted work of the Franchisor, which use is in compliance with the terms of this Agreement.
The Franchisee shall timely notify the Franchisor of any Claims for which it is seeking indemnity hereunder.
The Franchisor, at its option, shall be entitled to control the defense of any action or proceeding involving any Claims.
Source: Item 22 — CONTRACTS (FDD pages 57–58)
What This Means (2025 FDD)
According to Floyds 99's 2025 Franchise Disclosure Document, "Claims" is defined within the context of indemnification related to trademark and copyright use. Specifically, it refers to any loss, liability, claim, or damages that a franchisee might incur due to their authorized use of Floyds 99's trademarks or copyrighted material, provided that use complies with the franchise agreement. This definition extends to include all reasonable costs, expenses, and attorney's fees associated with defending against such claims.
This means that if a franchisee is sued for using Floyds 99's marks or copyrighted works in a way that the franchise agreement allows, Floyds 99 will cover the franchisee's losses, legal liabilities, damages, and legal costs. The franchisee must promptly notify Floyds 99 of any such claims to be eligible for this protection. Floyds 99 retains the right to control the defense of any action or proceeding related to these claims.
However, it's important to note that this indemnification applies only when the franchisee's use of the trademarks and copyrighted works is authorized and in compliance with the franchise agreement. If the franchisee uses the marks or copyrighted works in a way that violates the agreement, this protection may not apply. This is a fairly standard clause in franchise agreements, as it protects franchisees from liabilities arising from the proper use of the franchisor's intellectual property, while ensuring the franchisor maintains control over legal defense strategies.