What does an All Team USER have to do to indemnify ATFC?
All_Team Franchise · 2025 FDDAnswer from 2025 FDD Document
l not represent or imply that it has the power, to obligate ATFC for any liabilities or expenses, except as otherwise expressly agreed to in writing by ATFC. Neither USER nor any individual whose compensation for services is paid by USER in any way, directly or indirectly, expressly or by implication, shall be construed to be an employee of ATFC for any purpose, including, without limitation any tax or withholding requirements levied or fixed by any governmental law, rule or regulation is solely responsible for the day-to-operations of the Business.
- D. Indemnification. USER shall indemnify, defend and hold ATFC harmless from (i) any and all manner of suits, claims or demands resulting from or arising out of USER's acts or omissions or those of its employees or agents, including those under or related to this Funding Agreement or the transactions or relationships contemplated hereby, and (ii) any breach or default by USER under this Funding Agreement. USER shall reimburse ATFC for any and all costs, damages, liabilities, losses, deficiencies, assessments and expenses, including reasonable attorney's fees and court costs that ATFC may suffer or incur or to which ATFC may be subject by reason of any of the foregoing.
- E. Assignment. This Funding Agreement is personal to USER and shall not be assignable or transferable by USER, in whole or in part, either voluntarily or by operation of law, except with the prior written consent of ATFC with a copy to Centennial, which consent shall not unreasonably be withheld. For all purposes of this Funding Agreement, the transfer of the majority of the equity of USER to persons other than the present owners thereof, or of any substantial portion of the Business in one or more transactions, shall be deemed an assignment of this Funding Agreement requiring such consent.
Source: Item 23 — RECEIPT (FDD pages 34–161)
What This Means (2025 FDD)
According to All Team's 2025 Franchise Disclosure Document, the USER (franchisee) is required to indemnify, defend, and hold ATFC (All Team Franchise Corporation) harmless from any suits, claims, or demands that arise from the USER's actions, omissions, or those of their employees or agents. This includes situations related to the Funding Agreement or the transactions and relationships it covers.
Furthermore, the All Team franchisee must reimburse ATFC for any costs, damages, liabilities, losses, deficiencies, assessments, and expenses, including reasonable attorney's fees and court costs, that ATFC incurs due to the aforementioned suits, claims, or demands. This means that if All Team faces legal or financial repercussions due to the franchisee's actions or breaches, the franchisee is responsible for covering those costs.
In a separate clause, the FDD states that All Team will not be liable for any act, omission, debt, or other obligation of the USER. The USER will indemnify, defend, and save harmless ATFC and its employees, agents, officers, directors, parents, subsidiaries, affiliates, successors and assigns 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 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. This indemnification clause extends to ATFC's employees, agents, officers, directors, parents, subsidiaries, affiliates, successors, and assigns, protecting them from liabilities, losses, damages, penalties, claims, actions, costs, and expenses arising from the franchisee's acts or omissions, or any breach of the Funding Agreement, even if ATFC's negligence contributed to the liability.