Under what circumstances will Mr. Sandless NOT indemnify a franchisee in connection with a claim related to Proprietary Marks?

According to Mr. Sandless's 2025 Franchise Disclosure Document, Mr. Sandless will generally protect, defend, and indemnify a franchisee against claims related to the use of its Proprietary Marks, trade names, and copyrighted materials. However, this protection is not absolute. Mr. Sandless will not provide indemnification if the claim arises from the franchisee's violation of the Franchise Agreement, the Manual, or other misuse of the Proprietary Marks, trade names, and copyrighted materials.

This means that a Mr. Sandless franchisee must strictly adhere to the guidelines and specifications outlined in the Franchise Agreement and the Manual regarding the use of the brand's intellectual property. Failure to do so could leave the franchisee personally liable for any legal claims or damages resulting from trademark or copyright infringement. For example, if a franchisee uses the Mr. Sandless logo in a way that is not approved or uses marketing materials that are not compliant with the Manual, they could be responsible for any resulting legal issues.

It is important for prospective Mr. Sandless franchisees to carefully review the Franchise Agreement and the Manual to fully understand the proper use of the Proprietary Marks, trade names, and copyrighted materials. Franchisees should also seek legal counsel to ensure they understand their obligations and the potential consequences of non-compliance. This careful attention to detail can help franchisees avoid situations where they might not be indemnified by Mr. Sandless and could face legal liabilities on their own.