What does the Bananas Smoothies Frozen Yogurt Developer agree to indemnify the Franchisor against?
Bananas_Smoothies_Frozen_Yogurt Franchise · 2025 FDDAnswer from 2025 FDD Document
24.03 Indemnification. It is understood and agreed that nothing in this Agreement authorizes Franchisee to make any contract, agreement, warranty or representation on Franchisor's behalf, or to incur any debt or other obligation in Franchisor's name, and that Franchisor shall in no event assume liability for, or be deemed liable hereunder as a result of, any such action, or by reason of any act or omission of Franchisee in its conduct of the Restaurant or any claim or judgment arising therefrom against Franchisor. Franchisee shall indemnify and hold Franchisor harmless against any and all such claims arising directly or indirectly from, as a result of, or in connection with Franchisee's operation of the Franchised Business as well as the costs, including attorneys' fees, of defending against them. Franchisee shall indemnify, defend and hold harmless Franchisor, its affiliates and all their respective shareholders, members, directors, officers, employees, agents, successors and assigns against, and reimburse them for, any claim, liability, obligation, actual and consequential damages or taxes asserted against or imposed on any of the foregoing indemnified parties arising directly or indirectly from the development or operation of the Restaurant, other than liabilities caused solely by Franchisor's own gross negligence or willful action and all other liabilities arising from labor and employment law violations or liability for acts or omissions of Franchisee's employees. Franchisor will notify Franchisee within thirty (30) days of the assertion of any such claim. Franchisor has the right to defend
Source: Item 23 — RECEIPT (FDD pages 58–231)
What This Means (2025 FDD)
According to the 2025 Bananas Smoothies Frozen Yogurt FDD, the franchisee must indemnify and hold the franchisor harmless from claims arising from the franchisee's operation of the franchised business. This includes all costs, such as attorney's fees, associated with defending against such claims.
Specifically, the franchisee agrees to defend, indemnify, and hold harmless the franchisor, its affiliates, shareholders, members, directors, officers, employees, agents, successors, and assigns from any claim, liability, obligation, damages, or taxes that arise directly or indirectly from the development or operation of the restaurant. An exception exists for liabilities caused solely by the franchisor's gross negligence or willful actions, as well as liabilities arising from labor and employment law violations related to the franchisee's employees.
The franchisor will notify the franchisee within 30 days of any such claim and has the right to defend or settle the matter as it deems appropriate without the franchisee's consent. The franchisee is then responsible for reimbursing the franchisor for all costs incurred in defending or settling the claim, including reasonable attorney's fees, which may include compensation for the franchisor's in-house counsel. This indemnification clause remains in effect even after the termination or expiration of the Area Development Agreement.