Who are the Indemnitees that an All Team USER must indemnify, defend, and save harmless?
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, a USER (franchisee) is required to indemnify, defend, and hold harmless specific parties, referred to as "Indemnitees." These Indemnitees include All Team Franchise Corporation (ATFC) and its employees, agents, officers, directors, parents, subsidiaries, affiliates, successors, and assigns. This obligation arises from any liabilities, obligations, losses, damages, penalties, claims, actions, costs, and expenses that the Indemnitees may incur due to the acts or omissions of the USER (franchisee) or its own employees, agents, officers, directors, parents, subsidiaries, affiliates, successors, and assigns (referred to as "Indemnitors").
This indemnification requirement extends to any issues arising from the Funding Agreement or related transactions, as well as any breach or default by the USER under the agreement. This means that if All Team or any of the listed related parties suffer damages or incur expenses due to the franchisee's actions or failure to comply with the agreement, the franchisee is responsible for covering those costs. This responsibility exists regardless of whether the Indemnitees were negligent, even if their negligence contributed to the liability.
This is a significant obligation for prospective All Team franchisees. It means they could be held financially responsible for a wide range of potential liabilities, including legal fees and damages, arising from their business operations. Franchisees should carefully review the terms of the Funding Agreement and ensure they have adequate insurance coverage to protect themselves against potential claims. They should also seek legal counsel to fully understand the scope of their indemnification obligations and the potential financial risks involved.
Indemnification clauses are common in franchise agreements, as they protect the franchisor from liabilities arising from the franchisee's operation of the business. However, the specific scope of the indemnification can vary, so it is important for franchisees to understand what they are agreeing to. Prospective All Team franchisees should pay close attention to this clause and consider it carefully before signing the agreement.