Under what circumstances is the Equipment Lessee required to indemnify The Coca-Cola Company and its affiliates related to the Atwell Suites equipment?
Atwell_Suites Franchise · 2025 FDDAnswer from 2025 FDD Document
Equipment Lessee will indemnify The Coca-Cola Company and its affiliates and each of their officers, agents, employees, directors, shareholders, affiliates, successors, and assigns (hereinafter the "Indemnified Parties") against, and hold Indemnified Parties wholly harmless from, any and all claims, actions, suits, proceedings, demands, damages, and liabilities of whatever nature, and all costs and expenses, including without limitation Indemnified Parties' reasonable attorneys' fees and expenses, relating to or in any way arising out of (a) the ordering, delivery, rejection, installation, purchase, leasing, maintenance, possession, use, operation, control or disposition of the Equipment or any portion thereof; (b) any act or omission of Equipment Lessee, including but not limited to any loss or damage to or sustained by the Indemnified Parties arising out of Equipment Lessee's failure to comply with all the terms and conditions of this Lease; (c) any claims for liability in tort with respect to the Equipment, excepting only to the degree such claims are the result of the Indemnified Parties' negligent or willful acts.
The provisions of this Section 10 will survive termination and expiration of this Lease.
Source: Item 23 — Receipts (FDD pages 99–486)
What This Means (2025 FDD)
According to Atwell Suites' 2025 Franchise Disclosure Document, the Equipment Lessee is required to indemnify The Coca-Cola Company and its affiliates under specific circumstances related to the leased equipment. This means the Equipment Lessee agrees to protect The Coca-Cola Company and its affiliates from any claims, actions, suits, proceedings, demands, damages, and liabilities, as well as all associated costs and expenses, including reasonable attorneys' fees. This obligation extends to the Indemnified Parties, which includes The Coca-Cola Company, its affiliates, and their respective officers, agents, employees, directors, shareholders, successors, and assigns.
The Equipment Lessee's indemnification responsibilities are triggered by events directly or indirectly related to the equipment. These events include the ordering, delivery, rejection, installation, purchase, leasing, maintenance, possession, use, operation, control, or disposition of the equipment. Furthermore, any act or omission by the Equipment Lessee, including failure to comply with the lease terms, can also trigger the indemnification requirement. Claims related to liability in tort (a civil wrong) concerning the equipment are also covered, unless such claims result from the Indemnified Parties' negligent or willful acts.
This indemnification clause is a standard risk-allocation measure in commercial leases. It ensures that the Equipment Lessee bears the financial responsibility for risks associated with the equipment's use and operation. The clause remains in effect even after the termination or expiration of the lease, meaning that the Equipment Lessee's responsibility to indemnify continues beyond the lease term for issues that arose during the lease period. An Atwell Suites franchisee should carefully consider the scope of this indemnity, as it could potentially lead to significant financial exposure depending on the circumstances.