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Where in the Annex Brands Franchise Agreement can I find information about the relationship of the parties and indemnification?

Annex_Brands Franchise · 2025 FDD

Answer from 2025 FDD Document

Under this Agreement, no party is responsible for any obligations, debts or expenses of any other party.

INDEMNIFICATION. Franchisee agrees to indemnify and hold Franchisor and its affiliates, and the directors, officers, employees, agents and assignees of Franchisor and its affiliates, harmless against any liability for any claims arising out of the construction or operation of the Center or the performance by Franchisee of any obligation under this Agreement. For purposes of this indemnification obligation, claims will mean and include all liabilities, obligations, actual and consequential damages, taxes, and costs reasonably incurred in the defense of any claim, including reasonable accounting, expert and witness fees, reasonable attorneys' fees, costs of investigation and proof of facts, court costs, other litigation expenses, and travel and living expenses. Franchisor will have the right to defend any such claim in which Franchisor, any of its affiliates, or any director, officer, employee, agent or assignee of Franchisor or any of its affiliates, is named as a defendant. This indemnification obligation will continue in full force and effect subsequent to and notwithstanding any transfer, or the expiration, termination or nonrenewal of the Franchise. Franchisee specifically acknowledges that: (a) Franchisor does not have any reserved or general right to exercise control over, and does not exercise any direct or indirect control over, the day-to-day operation of the Center (including operations-r

Source: Item 22 — Contracts (FDD pages 109–110)

What This Means (2025 FDD)

According to the 2025 Annex Brands Franchise Disclosure Document, the preamble of the Retail Center Franchise Agreement outlines the relationship between Annex Brands (the Franchisor) and the franchisee. It details the development and licensing of the unique business system, know-how, confidential information, and the use of service marks and trademarks. This section establishes that Annex Brands owns the System and Marks, and licenses their use to franchisees.

Regarding indemnification, the Franchise Agreement stipulates that the franchisee agrees to indemnify and hold Annex Brands and its affiliates harmless against any liability for claims arising from the construction or operation of the Center, or the franchisee's performance of obligations under the Agreement. This includes all liabilities, damages, taxes, and costs reasonably incurred in defending any claim, such as accounting, expert, and attorney's fees. Annex Brands retains the right to defend any claim in which it or its affiliates are named as defendants.

This indemnification obligation remains in effect even after any transfer, expiration, termination, or nonrenewal of the franchise. The franchisee acknowledges that Annex Brands does not have direct control over the day-to-day operations of the Center. This clause is crucial as it defines the scope of responsibility and potential liabilities for the franchisee, highlighting the importance of understanding operational risks and maintaining adequate insurance coverage.

Disclaimer: This information is extracted from the 2025 Franchise Disclosure Document and is provided for research purposes only. It does not constitute legal or financial advice. Consult with a franchise attorney before making any investment decisions.