Does the indemnification obligation of the Aw franchisee include travel and living expenses?
Aw Franchise · 2025 FDDAnswer from 2025 FDD Document
You agree to indemnify, defend and hold us, our shareholders, directors, officers, employees, agents and assignees, harmless against and to reimburse us for all such obligations, damages, and taxes for which we are held liable and for all costs we reasonably incur in the defense of any such claim brought against us or in any such action in which we are named as a party, arising out of your operation of the Papa Ray's Pizza Restaurant, and/or arising out of your breach of this Agreement, including without limitation actual and consequential damages, reasonable attorneys', accountants', and expert witness fees, costs of investigation and proof of facts, court costs, other litigation expenses and travel and living expenses.
We have the right to defend any such claim against us.
You further agree to hold us harmless and indemnify and defend us for all cost, expense or loss we incur in enforcing the provisions of this Agreement, in defending our actions taken relating to this Agreement, or resulting from your breach of this Agreement, including, without limitation, reasonable arbitrators' and attorneys' fees (including those for appeal), unless, after legal proceedings are completed, you are found to have fulfilled and complied with all the terms of this Agreement.
Source: Item 22 — CONTRACTS (FDD pages 39–40)
What This Means (2025 FDD)
According to Aw's 2025 Franchise Disclosure Document, the franchisee's indemnification obligations do extend to travel and living expenses. Specifically, the franchisee must indemnify, defend, and hold Aw harmless, and reimburse Aw for obligations, damages, and taxes for which Aw is held liable. This includes all costs Aw reasonably incurs in defending any claim brought against them due to the franchisee's operation of the Papa Ray's Pizza Restaurant or any breach of the Franchise Agreement.
This indemnification extends to actual and consequential damages, reasonable attorneys', accountants', and expert witness fees, costs of investigation and proof of facts, court costs, other litigation expenses, and explicitly includes travel and living expenses. This means that if Aw incurs travel and living expenses while defending a claim arising from the franchisee's actions or breach, the franchisee is responsible for reimbursing Aw for those costs.
In addition, the franchisee agrees to indemnify and defend Aw for all costs, expenses, or losses Aw incurs in enforcing the provisions of the Franchise Agreement, defending actions taken relating to the agreement, or resulting from the franchisee's breach. This includes reasonable arbitrators' and attorneys' fees, including those for appeal, unless legal proceedings determine that the franchisee fulfilled and complied with all terms of the agreement. This broad indemnification clause places a significant financial responsibility on the franchisee to cover Aw's expenses in various scenarios related to the franchise operation and agreement enforcement.