In Kansas, under what circumstances is the franchisee of 1-800-GOT-JUNK? not required to indemnify the franchisor, according to the addendum?
1_800_Got_Junk Franchise · 2025 FDDAnswer from 2025 FDD Document
Section 22 of the Franchise Agreement states that you will indemnify and hold us, and our subsidiaries, affiliates, shareholders, directors, officers, employees, agents, assignees and other franchisees; harmless against all liabilities, obligations, and consequential damages, taxes, costs, losses and actual legal expenses; any claim, litigation or other action or proceeding arising out of the operation of the franchised business.
However, you are not required to indemnify us for claims resulting solely from our breach of this Agreement or other wrongs we commit.
This provision may not be enforceable in Kansas unless separately negotiated and reasonable.
By signing this Addendum, you hereby agree that you separately considered and had an opportunity to consult legal counsel concerning this indemnity, and that you consider it reasonable.
Source: Item 22 — Contracts (FDD page 24)
What This Means (2025 FDD)
According to the 2025 FDD, the Kansas addendum modifies the standard franchise agreement regarding indemnification. Generally, Section 22 of the 1-800-GOT-JUNK? Franchise Agreement requires franchisees to indemnify and hold harmless 1-800-GOT-JUNK?, its subsidiaries, affiliates, shareholders, directors, officers, employees, agents, assignees, and other franchisees from liabilities, obligations, damages, taxes, costs, losses, and legal expenses arising from the operation of the franchised business.
However, the addendum specifies that a 1-800-GOT-JUNK? franchisee in Kansas is not required to indemnify 1-800-GOT-JUNK? for claims resulting solely from 1-800-GOT-JUNK?'s breach of the Franchise Agreement or other wrongs committed by them. This means that if a claim, litigation, or other action arises directly from 1-800-GOT-JUNK?'s own actions or failures, the franchisee will not be responsible for covering 1-800-GOT-JUNK?'s losses or legal expenses.
The addendum also notes that this provision regarding indemnification may not be enforceable in Kansas unless it is separately negotiated and deemed reasonable. By signing the addendum, the franchisee acknowledges that they have separately considered the indemnity clause, had the opportunity to consult legal counsel about it, and consider it reasonable. This suggests that while the standard agreement includes an indemnification clause, its enforceability in Kansas depends on individual circumstances and agreement.