What is included in the definition of 'Claims' for which a 7 Brew Owner may be responsible for indemnification?
7_Brew Franchise · 2025 FDDAnswer from 2025 FDD Document
Owner agrees to defend, indemnify and hold harmless Manufacturer, its subsidiaries, parents and affiliates and their officers, directors, shareholders, agents, servants and employees from and against any and all third party claims, losses, liabilities, damages, expenses and costs, including reasonable attorney's fees and court costs (collectively "Claims" or individually a "Claim") arising out of (i) any grossly negligent act or omission, willful misconduct or fraud of Owner or its agents, (ii) Owner's breach of any of its representations, warranties or obligations contained in this Agreement, (iii) the alteration or modification of the Unit by the Owner or its employees, agents or representatives, (iv) the shipping or transportation of the Unit, (v) the installation of the Unit by Owner or its employees, agents or representatives, and (vi) the use of the Unit.
Source: Item 23 — RECEIPTS (FDD pages 83–279)
What This Means (2025 FDD)
According to 7 Brew's 2025 Franchise Disclosure Document, the term "Claims" that an Owner agrees to defend, indemnify, and hold harmless Manufacturer, its subsidiaries, parents, affiliates, and their personnel against, includes all third-party claims, losses, liabilities, damages, expenses, and costs. This extends to reasonable attorney's fees and court costs.
Specifically, these claims arise from several situations. These include any grossly negligent act or omission, willful misconduct, or fraud by the Owner or their agents. It also covers the Owner's breach of any representations, warranties, or obligations within the Manufacturing Agreement. Claims can also stem from the alteration or modification of the Unit by the Owner or their representatives, the shipping or transportation of the Unit, the installation of the Unit by the Owner or their representatives, and the use of the Unit.
In essence, as a 7 Brew franchisee, you are responsible for protecting the Manufacturer from any legal or financial repercussions resulting from your actions or the actions of your employees or agents related to the Unit, especially if those actions are negligent, fraudulent, or in breach of your agreements. This indemnification clause highlights the importance of adhering to the Manufacturing Agreement and operating responsibly to avoid potential liabilities.