Is the Floyds 99 franchisee indemnified for attorney's fees incurred defending claims?
Floyds_99 Franchise · 2025 FDDAnswer from 2025 FDD Document
The Franchisee shall notify the Franchisor in writing of any possible infringement or illegal use by others of a trademark the same as or confusingly similar to the Marks or of any copyrighted work of the Franchisor which may come to its attention.
The Franchisee acknowledges that the Franchisor shall have the right, in its sole discretion, to determine whether any action will be taken on account of any possible infringement or illegal use.
The Franchisor may commence or prosecute such action in the Franchisor's own name, the name of Floyd's 99 Holdings, LLC and may join the Franchisee as a party to the action if the Franchisor determines it to be reasonably necessary for the continued protection and quality control of the Marks, Licensed Methods and copyrighted works.
The Franchisor shall bear the reasonable cost of any such action, including attorneys' fees.
The Franchisee must fully cooperate with the Franchisor in any such litigation.
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 the 2025 Floyds 99 Franchise Disclosure Document, franchisees may be indemnified for attorney's fees under specific circumstances. If a claim is brought against a Floyds 99 franchisee due to their authorized use of any Floyds 99 mark or copyrighted work, and that use complies with the terms of the franchise agreement, Floyds 99 will indemnify the franchisee. This indemnification covers any losses, liabilities, claims, damages, costs, expenses, and attorney's fees incurred in defending against such claims.
However, the franchisee must promptly notify Floyds 99 of any claims for which they seek indemnification. Floyds 99 retains the option to control the defense of any action or proceeding related to these claims. This means that while Floyds 99 will cover the costs, they also have the right to decide how the case is handled.
Conversely, the franchisee is obligated to indemnify Floyds 99 against claims arising from the operation of the Floyds 99 shop, the franchisee's acts or omissions related to labor or employment practices, failure to comply with laws, or the use of marks and licensed methods not in accordance with the agreement. This indemnification includes all costs reasonably incurred in the defense of any claim, including attorney's fees. Therefore, the franchisee's protection is conditional and depends on adherence to the franchise agreement and proper use of Floyds 99's intellectual property.