What is the effect of negligence on the All Team USER's indemnification obligation?
All_Team Franchise · 2025 FDDAnswer from 2025 FDD Document
USER will indemnify, defend and save harmless ATFC and its employees, agents, officers, directors, parents, subsidiaries, affiliates, successors and assigns ("Indemnitees") from and against any and all liabilities, obligations, losses, damages, penalties, claims, actions, costs and expenses (including without limitation legal fees and expenses) of any kind and nature whatsoever, including without limitation damages or injuries suffered by Indemnitees, which may be imposed on, incurred by or asserted against the Indemnitees in any way arising out of the acts or omissions of USER or its employees, agents, officers, directors, parents, subsidiaries, affiliates, successors and assigns ("Indemnitors") pursuant to or relating to this Agreement or the transactions or relationships contemplated hereby or a breach or default by USER under this Agreement regardless of whether the Indemnities were negligent or that said negligence was a contributing factor in the liability.
Source: Item 23 — RECEIPT (FDD pages 34–161)
What This Means (2025 FDD)
According to All Team's 2025 Franchise Disclosure Document, the USER's indemnification obligation is not affected by negligence. The USER must indemnify, defend, and hold harmless ATFC (All Team Franchise Corporation) and its related parties from any liabilities, obligations, losses, damages, penalties, claims, actions, costs, and expenses arising from the USER's acts or omissions.
This indemnification requirement applies regardless of whether the Indemnitees (ATFC and its related parties) were negligent or if their negligence contributed to the liability. This means that even if All Team's own negligence plays a part in a claim or loss, the USER is still responsible for covering All Team's costs and liabilities.
This clause places a significant responsibility on the All Team franchisee. It is crucial for prospective franchisees to understand that they could be held liable for substantial costs, even in situations where All Team's actions contributed to the issue. Franchisees should consult with a legal professional to fully understand the scope of this indemnification and to assess the potential risks involved.