Who are the 'Indemnified Parties' that the Bambu franchisee must indemnify, defend, and hold harmless?
Bambu Franchise · 2025 FDDAnswer from 2025 FDD Document
Franchisee shall indemnify, defend and hold harmless Bambu, its subsidiaries, parents and affiliates, and their respective shareholders, directors, officers, managers, members, employees, agents, successors and assignees (the "Indemnified Parties"), against, and to reimburse them for all claims, obligations and damages described in this Section 20.3, any and all third party obligations described in Section 20.2 and any and all claims and liabilities directly or indirectly arising out of the operation of the Bambū shoppe or arising out of the use of the Marks and Bambū system in any manner not in accordance with this Agreement, including without limitation any claims alleging violations of any laws including labor and employment laws.
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 litigation expenses and travel, lodging, and meal expenses.
Source: Item 23 — Receipts (FDD pages 52–209)
What This Means (2025 FDD)
According to Bambu's 2025 Franchise Disclosure Document, a franchisee is obligated to indemnify, defend, and hold harmless specific parties, referred to as the "Indemnified Parties." These parties include Bambu itself, along with its subsidiaries, parents, and affiliates. The indemnification extends to their respective shareholders, directors, officers, managers, members, employees, agents, successors, and assignees. This means the franchisee is responsible for protecting these individuals and entities from certain claims, obligations, and damages.
This indemnification requirement covers a broad range of potential liabilities. Specifically, the franchisee must cover all third-party obligations outlined in Section 20.2 of the agreement. It also includes any claims and liabilities that arise directly or indirectly from the operation of the Bambu shoppe. This includes liabilities resulting from the use of Bambu's trademarks and system in a manner not compliant with the Franchise Agreement, and claims alleging violations of any laws, including labor and employment laws.
The definition of "claims" for indemnification purposes is extensive. It encompasses all obligations, actual and consequential damages, and costs reasonably incurred in defending against any claim made against the Indemnified Parties. These costs include, but are not limited to, reasonable fees for accountants, attorneys, and expert witnesses. It also covers costs related to investigation, proof of facts, court costs, other litigation expenses, and expenses for travel, lodging, and meals. This comprehensive definition highlights the significant financial responsibility a franchisee assumes under the indemnification clause.
In a separate section regarding the MUD (Multi-Unit Development) Agreement, the franchisee also agrees to indemnify and hold harmless Bambu and its officers, directors, members, managers, agents, and representatives from all fines, suits, proceedings, claims, demands, or actions of any kind, including reasonable attorneys' fees, arising from the franchisee's activities, actions, or failure to act under the MUD Agreement or the operation of their shoppes developed under the MUD Agreement. Bambu retains the right to defend any such claim, and this indemnity remains in effect even after the MUD Agreement expires or terminates. This further emphasizes the franchisee's responsibility to protect Bambu from liabilities associated with their business operations.