To what extent must a Kitchen Solvers franchisee defend and indemnify the Indemnitees?
Kitchen_Solvers Franchise · 2025 FDDAnswer from 2025 FDD Document
- D. Litigation. In the event any person or entity improperly uses or infringes the Trademarks, we will control all litigation and we have the right to decide as to whether suit will be instituted, prosecuted or settled, the terms of settlement and whether any other action will be taken. You must promptly notify us of any such use or infringement of which you are aware. You must promptly inform us of any claim arising out of your use of any Trademark and must, without compensation, cooperate with us in any action we undertake. We or our affiliate will be responsible for our fees and expenses with any such action, unless the challenge or claim results from your misuse of the Trademarks in violation of this Agreement, in which case you must reimburse us for our fees and expenses.
- E. Changes. You may not make any changes or substitutions to Trademarks unless directed by us in writing. We reserve the right to change the Trademarks at any time. Upon receipt of our notice to change the Trademarks, you must cease using the former Trademarks and commence using the changed Trademarks, at your expense. In the limited circumstance that we require you to change the Trademarks in response to a third party claim that its rights to use the Trademarks are superior to our rights, you must make the changes at your expense, except that we will reimburse you for any new signage that we determine is necessary, provided you have cooperated with any action we undertake with regard to the third party claim.
Source: Item 22 — Contracts (FDD page 49)
What This Means (2025 FDD)
Based on the 2025 Kitchen Solvers Franchise Disclosure Document, franchisees must inform Kitchen Solvers of any claims arising from the use of any trademark and must cooperate with Kitchen Solvers in any action they undertake, without compensation. Kitchen Solvers or its affiliate will be responsible for fees and expenses related to such actions, unless the claim results from the franchisee's misuse of the trademarks in violation of the agreement. In such cases, the franchisee is responsible for reimbursing Kitchen Solvers for their fees and expenses. This clause highlights the importance of proper trademark usage and the potential financial responsibility franchisees bear if they misuse Kitchen Solvers' trademarks.
Furthermore, the FDD states that Kitchen Solvers will control all litigation related to improper use or infringement of the trademarks, including the decision to institute, prosecute, or settle suits. Franchisees are obligated to promptly notify Kitchen Solvers of any such trademark use or infringement they become aware of. This demonstrates Kitchen Solver's proactive approach to protecting its brand and intellectual property, placing the onus on franchisees to report any potential infringements.
In the event that Kitchen Solvers requires a change to the trademarks due to a third-party claim, franchisees are responsible for making the changes at their own expense. However, Kitchen Solvers will reimburse the franchisee for any new signage deemed necessary, provided the franchisee has cooperated with any action Kitchen Solvers undertakes regarding the third-party claim. This provision balances the franchisee's responsibility to update branding with some financial support from Kitchen Solvers in specific circumstances, incentivizing cooperation and compliance with brand standards.