Who is responsible for the debts incurred by an Annex Brands franchisee?

Franchisor. 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-related functions such as safety and security, the use of equipment and motor vehicles, and the delivery of products and services to customers, and personnel-related functions such as recruiting, interviewing, hiring, determining the terms of employment of, compensating, keeping the time of, processing the payroll of, providing work resources to, scheduling, supervising, disciplining and firing), (b) all liability arising out of the operation of the Center is therefore Franchisee's responsibility, and (c) Franchisee's indemnification obligation under this Subsection 7.B covers any "joint employer," "agency," "ostensible agency" or similar claims by third parties based on the establishment or operation of the Center.

8. FEES

• A. INITIAL FRANCHISE FEE; CONVERSION TRAINING FEE. The initial franchise fee and any applicable conversion training fee are due and payable when this Agreement is executed and are non-refundable except as described below:
  • 1. Initial Franchise Fee for a Standard Center or Flex Center. If this Agreement is for a standard Center or flex Center, Franchisee will pay to Franchisor an initial franchise fee of:
    • a) $35,000; or
  • b) $26,250 if Franchisee qualifies for the VetFran discount; provided that the Center must be operational within 365 days after this Agreement is signed, and must be owned and operated by Franchisee for a minimum of 1 year thereafter; and provided further that if the Center is sold before the completion of 1 year of operation, Franchisee must pay to Franchisor the discounted amount of the initial franchise fee ($8,750) upon sale of the Center; or
  • c) $17,500 if this Agreement is for a Center that will be converted from a qualifying existing business providing the same services to the public; provided, however, that Franchisee will also pay to Franchisor a conversion training fee of $4,000; and provided further that the Center must be operational within 365 days after this Agreement is signed and must be owned and operated by Franchisee for a minimum of 1 year thereafter; and provided further that if the Center is sold before the completion of 1 year of operation, Franchisee must pay to Franchisor the discounted amount of the initial franchise fee ($17,500) upon sale of the Center; or

• d) $13,125 if this Agreement is for a Center that will be converted from a qualifying existing business providing the same services to the public and the Franchisee qualifies for the VetFran discount; provided, however, that Franchisee will also pay to Franchisor a conversion training fee of $4,000; and provided further that the Center must be operational within 365 days after this Agreement is signed and must be owned and operated by Franchisee for a minimum of 1 year thereafter; and provided further that if the Center is sold before the completion of 1 year of operation, Franchisee must pay to Franchisor the discounted amount of the initial franchise fee ($21,875) upon sale of the Center; or
• e) $17,500 if Franchisee already owns and operates at least 1 Center or 1 Commercial Logistics Center; provided that the Center must be operational within 365 days after this Agreement is signed, and must be owned and operated by Franchisee for a minimum of 1 year thereafter; and provided further that if the Center is sold before the completion of 1 year of operation, Franchisee must pay to Franchisor the discounted amount of the initial franchise fee ($17,500) upon sale of the Center; or
• f) $13,125 if Franchisee already owns and operates at least 1 Center or 1 Commercial Logistics Center; and the Franchisee qualifies for the VetFran discount provided that the Center must be operational within 365 days after this Agreement is signed, and must be owned and operated by Franchisee for a minimum of 1 year thereafter; and provided further that if the Center is sold before the completion of 1 year of operation, Franchisee must pay to Franchisor the discounted amount of the initial franchise fee ($21,875) upon sale of the Center; or
• g) $5,000 if Franchisee already owns and operates at least 1 Center or 1 Commercial Logistics Center and this Agreement is for a standard Center or flex Center that will be converted from a qualifying existing business providing the same services to the public; provided that the Center must be operational within 365 days after this Agreement is signed and must be owned and operated by Franchisee for a minimum of 1 year thereafter; and provided further that if the Center is sold before the completion of 1 year of operation, Franchisee must pay to Franchisor the discounted amount of the initial franchise fee ($30,000) upon sale of the Center; or
• 1. Initial Franchise Fee for an Express Center. If this Agreement is for an express Center, Franchisee will pay to Franchisor an initial franchise fee of $17,500, or $13,125 if the Franchisee qualifies for the VetFran discount; provided that the Center must be operational within 365 days after this Agreement is signed and must be owned and operated by Franchisee for a minimum of 1 year thereafter; and provided further that if the Center is sold before the completion of 1 year of operation, Franchisee must pay to Franchisor the discounted amount of the initial franchise fee ($4,375) upon sale of the Center.
• 1. Refundability.

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