Who is responsible for defending Afuri Ramen Dumpling in legal proceedings subject to the indemnity clause?
Afuri_Ramen_Dumpling Franchise · 2024 FDDAnswer from 2024 FDD Document
r defects in the Franchise Premises, whether or not discoverable by us, and those arising from the death or injury to any person or arising from damage to the property of you or us, and our respective agents or employees, or any third person, firm or legal entity.
- 8.1.4 You Will Defend Us. You will defend us at your own expense in any legal or administrative proceeding subject to this Section 8.1. The defense will be conducted by attorneys we approve. Our approval will not be unreasonably withheld. You will immediately pay and discharge any liability rendered against us in any proceeding, including any settlement that we approve in writing. You will not settle any claim against us without our prior written approval. In our sole discretion and upon prior written notice to you, we may settle or defend any claims against us at your expense, including attorneys' fees that we pay or incur in settling or defending. Promptly upon demand, you will reimburse
us for any and all legal and other expenses we reasonably incur in investigating, preparing, defending, settling, compromising or paying any settlement or claim, including monies that we pay or incur in settling or defending such proceeding.
8.1.5 Indemnified Parties.
Source: Item 23 — Receipts (FDD pages 50–189)
What This Means (2024 FDD)
According to Afuri Ramen Dumpling's 2024 Franchise Disclosure Document, the franchisee is responsible for defending Afuri Ramen Dumpling in legal or administrative proceedings subject to the indemnity clause. The franchisee must defend Afuri Ramen Dumpling at the franchisee's own expense.
The defense must be conducted by attorneys approved by Afuri Ramen Dumpling, with such approval not being unreasonably withheld. The franchisee is required to promptly pay and discharge any liability rendered against Afuri Ramen Dumpling in any proceeding, including settlements approved in writing by Afuri Ramen Dumpling. The franchisee cannot settle any claim against Afuri Ramen Dumpling without prior written approval from Afuri Ramen Dumpling.
However, Afuri Ramen Dumpling retains the right, in its sole discretion and with prior written notice to the franchisee, to settle or defend any claims against it at the franchisee's expense, including attorneys' fees. The franchisee must reimburse Afuri Ramen Dumpling for all legal and other expenses reasonably incurred in investigating, preparing, defending, settling, compromising, or paying any settlement or claim, including monies paid in settling or defending such proceeding. The indemnity and defense obligations extend to Afuri Ramen Dumpling's affiliates, directors, officers, and employees.