Who are the Indemnified Parties that the All County franchisee must indemnify?
All_County Franchise · 2025 FDDAnswer from 2025 FDD Document
Franchisee, and each of the Guarantors identified in Appendix C to the Franchise Agreement, agrees that it shall, at all times, indemnify, exculpate, defend and hold harmless, to the fullest extent permitted by law, All County, its successor, assigns, affiliates and the respective officers, directors, shareholders, agents, representatives, independent contractors, servants, and employees of each of them (the "Indemnified Parties") from all losses and expenses incurred in connection with any action, suit, proceeding, claim, demand, investigation, or inquiry (formal or informal), or any settlement thereof, which arises out of or is based upon the Reconciliation Assistance Program. For purposes of this indemnification, "claims" includes all obligations, damages (actual, consequential or otherwise) and costs incurred in the defense of any claim against any of the Indemnified Parties, including, without limitation, reasonable accountants', arbitrators', attorneys' and expert witness fees, costs of investigation and proof of facts, court costs, other expenses of litigation, arbitration or alternative dispute resolution and travel expenses. All County has the right to defend any such claim at your expense. This indemnity will continue in full force and effect subsequent to and notwithstanding the expiration or termination of the Franchise Agreement.
Source: Item 22 — Contracts (FDD page 43)
What This Means (2025 FDD)
According to All County's 2025 Franchise Disclosure Document, the franchisee is required to indemnify specific parties, referred to as the "Indemnified Parties," under the terms of the Franchise Agreement. This means the franchisee is responsible for protecting these parties from losses and expenses.
The Indemnified Parties include All County, its successors, assigns, and affiliates. Additionally, the protection extends to the respective officers, directors, shareholders, agents, representatives, independent contractors, servants, and employees of All County, its successors, assigns, and affiliates. This broad definition ensures that a wide range of individuals and entities associated with All County are shielded from potential liabilities arising from the Reconciliation Assistance Program.
The franchisee's obligation includes covering all losses and expenses incurred in connection with any action, suit, proceeding, claim, demand, investigation, or inquiry related to the Reconciliation Assistance Program. This encompasses obligations, damages (both actual and consequential), and costs associated with defending against any claims, including reasonable fees for accountants, arbitrators, attorneys, and expert witnesses. All County retains the right to defend any such claim at the franchisee's expense. This indemnification obligation remains in effect even after the Franchise Agreement expires or is terminated.