Does the indemnification provided by Atwell Suites to the franchisee apply to Non-Bank Services?
Atwell_Suites Franchise · 2025 FDDAnswer from 2025 FDD Document
- 15.2 Indemnification by Us. Subject to the Liability Cap and the Damages Exclusion, we agree to indemnify you from, and defend and hold you harmless from and against, any third party claims brought against you and all related losses to the extent such claims result from or arise out of: (a) our material breach of our representations, warranties, or obligations set forth in the Agreement; (b) any claims initiated by our Affiliates or agents asserting rights under the Agreement; or (c) gross negligence or willful misconduct by us or our agents.
For avoidance of doubt, the obligations under this Section 15.2 shall not apply to Bank with respect to Non-Bank Services.
Source: Item 23 — Receipts (FDD pages 99–486)
What This Means (2025 FDD)
According to the 2025 Atwell Suites Franchise Disclosure Document, Atwell Suites's obligation to indemnify the franchisee does not extend to Non-Bank Services. Specifically, while Atwell Suites agrees to indemnify franchisees against third-party claims resulting from breaches of representation, warranties, obligations, claims initiated by affiliates/agents, or gross negligence/willful misconduct, this indemnification explicitly excludes any issues related to Non-Bank Services.
This exclusion means that if a claim arises from services not directly related to banking activities, Atwell Suites is not obligated to defend or hold the franchisee harmless. This could potentially expose the franchisee to financial risks and legal liabilities if such claims occur.
For a prospective franchisee, it is crucial to understand the scope of "Non-Bank Services" and assess the potential risks associated with them. Further clarification from Atwell Suites on what constitutes these services and the potential liabilities involved would be essential before entering into the franchise agreement.