What are Franchisees required to do to indemnify Bambu and its officers, directors, members, managers, agents, and representatives under the Bambu MUD Agreement?
Bambu Franchise · 2025 FDDAnswer from 2025 FDD Document
whatsoever to bind Bambu or incur any liability for or on behalf of Bambu or to represent itself as anything other than an independent contractor.
- 7.2. Indemnification. Franchisee shall indemnify and hold harmless Bambu and its officers, directors, members, managers, agents and representatives ("Indemnified Parties") from all fines, suits, proceedings, claims, demands or actions of any kind or nature, including reasonable attorneys' fees, from anyone whomsoever, directly or indirectly, arising or growing out of, or otherwise connected with Franchisee's activities, actions or failure to act, under this MUD Agreement or Franchisee's operation of its shoppes developed under this MUD Agreement. For purposes of this indemnification, claims shall mean and include all obligations, actual and consequential damages and costs reasonably incurred in the defense of any claim against the Indemnified Parties, including, without limitation, reasonable accountants', attorneys' and expert witness fees, costs of investigation and proof of facts, court costs, other arbitration or litigation expenses and travel and living expenses. Bambu shall have the right to defend any such claim against it. This indemnity shall continue in full force and effect subsequent to and notwithstanding the expiration or termination of this MUD Agreement.
8. MISCELLANEOUS
- 8.1. Disputes/Governing Law.
Source: Item 23 — Receipts (FDD pages 52–209)
What This Means (2025 FDD)
According to Bambu's 2025 Franchise Disclosure Document, the MUD (Multi-Unit Development) Agreement requires franchisees to indemnify and hold harmless Bambu and its related parties. This means the franchisee is responsible for protecting Bambu from any financial losses or legal liabilities arising from the franchisee's actions, inactions, or the operation of their shoppes developed under the MUD Agreement. This protection extends to Bambu's officers, directors, members, managers, agents, and representatives, collectively referred to as "Indemnified Parties."
The franchisee's indemnification covers all types of claims, including fines, suits, proceedings, claims, demands, or actions. It also includes all obligations, actual and consequential damages, and costs reasonably incurred in defending against any claim. These costs can include reasonable accountants', attorneys', and expert witness fees, costs of investigation and proof of facts, court costs, other arbitration or litigation expenses, and travel and living expenses.
Bambu retains the right to defend itself against any claim, and the franchisee's obligation to indemnify Bambu continues even after the MUD Agreement expires or is terminated. This indemnification extends to claims arising from the acts or omissions of the franchisee's employees and agents. This is a standard clause in franchise agreements, designed to protect the franchisor from liabilities caused by the franchisee's business operations.