factual

Does the indemnification obligation in the Afuri Ramen Dumpling franchise agreement survive the expiration or termination of the agreement?

Afuri_Ramen_Dumpling Franchise · 2024 FDD

Answer from 2024 FDD Document

    1. Indemnification. Franchisee shall indemnify, defend and hold harmless Franchisor and its affiliates against all losses, costs, proceedings, judgments, liabilities, expenses, court costs, and reasonable fees of attorneys and other professionals arising out of or related to: (1) any breach of the representations and warranties set out in this Addendum; (2) the operation of any Pre-Existing Business; or (3) any willful or negligent act or omission of Franchisee or Franchisee's owners, directors, officers, employees or agents (or those of any Pre-Existing Business). This indemnity includes but is not limited to any act or omission that contributes to any economic damage, bodily injury, sickness, disease or death. This indemnity shall survive termination of the Franchise Agreement. This indemnity is intended to be in addition to, and does not reduce the scope of, the indemnification provisions in the Franchise Agreement.

Source: Item 23 — Receipts (FDD pages 50–189)

What This Means (2024 FDD)

According to the 2024 Afuri Ramen Dumpling Franchise Disclosure Document, the indemnification obligations within the franchise agreement do indeed survive the termination or expiration of the agreement. This means that even after the franchise agreement ends, the franchisee may still be responsible for covering certain losses, costs, and liabilities incurred by Afuri Ramen Dumpling.

Specifically, the franchisee is obligated to indemnify, defend, and hold harmless Afuri Ramen Dumpling and its affiliates against various financial burdens. These include losses, costs, legal proceedings, judgments, liabilities, expenses, court costs, and attorney's fees. These burdens must arise from or relate to a breach of representations and warranties, the operation of any pre-existing business of the franchisee, or any willful or negligent act or omission by the franchisee or their related parties. This indemnification extends to damages resulting from economic harm, bodily injury, sickness, disease, or death.

The survival of the indemnification clause has significant implications for prospective Afuri Ramen Dumpling franchisees. Even after the franchise term concludes, the franchisee remains financially responsible for specific actions or omissions that occurred during the franchise operation. This extended liability underscores the importance of adhering to the franchise agreement and operating the business responsibly to minimize potential future claims. Franchisees should seek legal counsel to fully understand the scope and implications of the indemnification provisions within the Afuri Ramen Dumpling franchise agreement.

Disclaimer: This information is extracted from the 2024 Franchise Disclosure Document and is provided for research purposes only. It does not constitute legal or financial advice. Consult with a franchise attorney before making any investment decisions.