Does the Bambu MUD Agreement's indemnification clause remain in effect after the expiration or termination of the MUD Agreement with Bambu?
Bambu Franchise · 2025 FDDAnswer from 2025 FDD Document
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.
Source: Item 23 — Receipts (FDD pages 52–209)
What This Means (2025 FDD)
According to Bambu's 2025 Franchise Disclosure Document, the indemnification clause within the MUD (Multi-Unit Development) Agreement remains in full effect even after the agreement's expiration or termination. This means that even after the MUD Agreement concludes, the franchisee is still responsible for protecting Bambu and its related parties from any liabilities, losses, or expenses arising from the franchisee's actions or inactions during the term of the agreement or operation of their shoppes.
This continued indemnification obligation places a long-term responsibility on the franchisee. It is not limited to the period when the MUD Agreement is active. The franchisee's responsibility extends indefinitely for any claims that may arise from their past activities under the agreement. This could include potential lawsuits, fines, or other legal actions related to the operation of the Bambu shoppes developed under the MUD Agreement.
For a prospective Bambu franchisee, this clause highlights the importance of maintaining thorough records and adhering to all operational and legal requirements throughout the duration of the MUD Agreement. It also underscores the need for adequate insurance coverage to protect against potential future claims. Franchisees should carefully consider the scope of this indemnification and seek legal counsel to fully understand their obligations and potential liabilities, even after the MUD Agreement has ended.