What section of the Distribution Agreement for Aunt Millies Bakeries covers indemnification?

According to Aunt Millies Bakeries's 2025 Franchise Disclosure Document, section §12.5 of the Distribution Agreement outlines the indemnification terms. This section stipulates that each party (Aunt Millie's Bakeries and the distributor) agrees to defend, indemnify, and hold the other harmless against third-party claims. These claims include costs, charges, or any liabilities, encompassing reasonable attorneys' fees, expert fees, and settlement costs.

This indemnification applies to situations arising from a party's direct or indirect failure to fulfill any obligation or discharge any liability under the Distribution Agreement. It also extends to liabilities resulting from a party's negligence. Essentially, if a third party brings a claim against either Aunt Millie's Bakeries or the distributor due to the other party's actions or failures related to the agreement, the responsible party is obligated to cover the associated costs and defend the other party.

For a prospective Aunt Millie's Bakeries distributor, this means they could be responsible for covering Aunt Millie's Bakeries's legal costs if a claim arises due to the distributor's failure to meet their obligations or due to their negligence. Conversely, Aunt Millie's Bakeries would be responsible for covering the distributor's legal costs if a claim arises due to Aunt Millie's Bakeries's failure or negligence. This clause is a standard risk-allocation measure in franchise agreements, designed to protect both parties from liabilities caused by the other's actions.