Is the indemnification provision outlined in this section intended to reduce the scope of the indemnification provisions in the Afuri Ramen Dumpling Franchise Agreement?
Afuri_Ramen_Dumpling Franchise · 2024 FDDAnswer from 2024 FDD Document
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 Afuri Ramen Dumpling's 2024 Franchise Disclosure Document, the indemnification provision outlined in the addendum is not intended to reduce the scope of the indemnification provisions already present in the Franchise Agreement.
The addendum specifies that the franchisee will indemnify, defend, and hold harmless Afuri Ramen Dumpling and its affiliates against various losses, costs, and expenses. These include those arising from breaches of representations and warranties in the addendum, the operation of any pre-existing business the franchisee may have, or any willful or negligent acts or omissions by the franchisee or their related parties. This indemnification extends to damages contributing to economic loss, bodily injury, sickness, disease, or death, and it survives the termination of the Franchise Agreement.
The document explicitly states that this indemnification is meant to supplement, not diminish, the existing indemnification provisions within the Franchise Agreement. This means Afuri Ramen Dumpling franchisees are subject to both sets of indemnification requirements, potentially increasing their overall liability and responsibility to protect the franchisor from claims and losses.