In the Afuri Ramen Dumpling franchise agreement, who is responsible for defending Afuri Ramen Dumpling in legal proceedings subject to the indemnification clause?

According to the 2024 Afuri Ramen Dumpling Franchise Disclosure Document, the franchisee is responsible for defending Afuri Franchise Inc. and its affiliates against certain losses, costs, and liabilities. This obligation arises under the indemnification clause within the franchise agreement.

The franchisee must indemnify, defend, and hold harmless Afuri Ramen Dumpling (the Franchisor) from any losses, costs, proceedings, judgments, liabilities, expenses, court costs, and reasonable fees of attorneys and other professionals. This responsibility is triggered by (1) any breach of the representations and warranties made by the franchisee in the addendum; (2) the operation of any pre-existing business the franchisee owns; or (3) any willful or negligent act or omission of the franchisee, their owners, directors, officers, employees, or agents.

This indemnification extends to acts or omissions that contribute to economic damage, bodily injury, sickness, disease, or death. The obligation to defend and indemnify Afuri Ramen Dumpling survives the termination of the franchise agreement. This indemnification is in addition to, and does not reduce the scope of, other indemnification provisions in the franchise agreement. This means a franchisee could face significant legal and financial burdens if they are found liable for actions covered by the indemnification clause.