Can an Indemnified Party settle a claim against it at the expense of the Augusta Lawn Care franchisee?
Augusta_Lawn_Care Franchise · 2025 FDDAnswer from 2025 FDD Document
related to your act or omission, the act or omission of any of your Related Parties, employees, agents or representatives, the Augusta Lawn Care Business's operation, the business you conduct under this Agreement, or your breach of this Agreement, including, without limitation, those alleged to be caused by the Indemnified Party's negligence, unless (and then only to the extent that) the claims obligations, or damages are determined to be caused solely by our gross negligence or willful misconduct in a final, unappealable ruling issued by a court with competent jurisdiction. For purposes of this indemnification, claims include all obligations, damages (actual, consequential, or otherwise), and costs that any Indemnified Party reasonably incurs in defending any claim against it, including, without limitation, reasonable accountants , arbitrators, attorneys' fees, and expert witness fees costs of investigation and proof of facts, court costs, travel and living expenses, and other expenses of litigation, arbitration, or alternative dispute resolution, regardless of whether litigation arbitration or alternative dispute resolution is commenced. Each Indemnified Party may defend any claim against it at your expense and agree to settlements or take any other remedial, corrective, or other actions. This indemnity will continue in full force and effect subsequent to and notwithstanding this Agreement's expiration or termination. An Indemnified Party need not seek recovery from any insurer or other third-party, or otherwise mitigate its losses and expenses, in order to maintain and recover fully a claim against you under this subparagraph. You agree that a failure to pursue a recovery or mitigate a loss will not reduce or alter the amounts that an Indemnified Party may recover from you under this paragraph. Without limiting the foregoing, if Augusta Lawn Care is made a party to a legal proceeding in connection with Your act or omission, Augusta Lawn Care may hire counsel to protect its interests and bill You for all costs and expenses incurred by Augusta Lawn Care. You shall promptly reimburse Augusta Lawn Care for such costs and expenses.
Source: Item 23 — RECEIPTS (FDD pages 44–184)
What This Means (2025 FDD)
According to Augusta Lawn Care's 2025 Franchise Disclosure Document, an Indemnified Party can settle a claim against it at the franchisee's expense. Specifically, each Indemnified Party may defend any claim against it at the franchisee's expense and agree to settlements or take any other remedial, corrective, or other actions. This indemnification continues even after the agreement expires or terminates.
This means that if a claim arises related to the franchisee's actions, omissions, the Augusta Lawn Care Business's operation, the business conducted under the agreement, or the franchisee's breach of the agreement, the franchisee could be responsible for covering the costs incurred by the Indemnified Party in defending against the claim. These costs include, but are not limited to, accountants', arbitrators', and attorneys' fees, expert witness fees, costs of investigation and proof of facts, court costs, travel and living expenses, and other expenses related to litigation, arbitration, or alternative dispute resolution.
Augusta Lawn Care is not obligated to seek recovery from any insurer or mitigate its losses before seeking compensation from the franchisee. Furthermore, if Augusta Lawn Care is involved in a legal proceeding due to the franchisee's actions or omissions, Augusta Lawn Care can hire counsel to protect its interests and bill the franchisee for all associated costs and expenses. The franchisee is required to promptly reimburse Augusta Lawn Care for these costs.