Who are the 'Indemnified Parties' that the Bananas Smoothies Frozen Yogurt Developer must indemnify?
Bananas_Smoothies_Frozen_Yogurt Franchise · 2025 FDDAnswer from 2025 FDD Document
- 12.4 Indemnification. Developer agrees to indemnify, defend and hold Franchisor, Developer's affiliates and Franchisor's respective members, shareholders, directors, officers, employees, agents, successors and assignees (the "Indemnified Parties") harmless from and against and to reimburse them for all claims, obligations and damages described in this Section, any and all taxes described in Paragraph 12.3 of Section 12 of this Agreement and any and all claims and liabilities directly or indirectly arising out of the operation of Developer's business (even if Franchisor's negligence is alleged, but not proven), Developer's breach of this Agreement or Developer's use of the Marks in any manner not in accordance with this Agreement.
For purposes of this indemnification, "claims" means and includes all obligations, damages (actual, consequential or otherwise) and costs reasonably incurred in the defense of any claim against any of the Indemnified Parties including, without limitation, reasonable costs, other expenses of litigation, attorney fees, arbitration or alternative dispute resolution and travel and living expenses.
The Indemnified Parties have the right to defend any such claim against them in such manner as they deem appropriate or desirable in their sole discretion.
This indemnity will continue in full force and effect subsequent to and notwithstanding the expiration or termination of this Agreement.
Under no circumstances will Franchisor or any other Indemnified Party be required to seek recovery from any insurer or other third party, or otherwise to mitigate our, their or Developer's losses and expenses, in order to maintain and recover fully a claim against Developer.
Developer agrees that a failure to pursue such recovery or mitigate a loss will in no way reduce or alter the amounts Franchisor or another Indemnified Party may recover from Developer.
Source: Item 23 — RECEIPT (FDD pages 58–231)
What This Means (2025 FDD)
According to the 2025 Bananas Smoothies Frozen Yogurt FDD, the 'Indemnified Parties' that the Developer agrees to protect, defend, and hold harmless include the Franchisor, the Developer's affiliates, and the Franchisor's respective members, shareholders, directors, officers, employees, agents, successors, and assignees. This means the Developer is responsible for covering claims, obligations, and damages to these parties.
The scope of this indemnification extends to all claims, obligations, and damages described in Section 12 of the agreement, any and all taxes described in Paragraph 12.3 of Section 12 of the agreement, and any and all claims and liabilities directly or indirectly arising out of the operation of the Developer's business. This holds true even if the Franchisor's negligence is alleged but not proven, the Developer's breach of the agreement, or the Developer's use of the Marks in any manner not in accordance with the agreement.
The definition of 'claims' for indemnification purposes includes all obligations, damages (actual, consequential, or otherwise), and costs reasonably incurred in defending against any claim against any of the Indemnified Parties. This encompasses reasonable costs, other expenses of litigation, attorney fees, arbitration or alternative dispute resolution, and travel and living expenses. The Indemnified Parties have the right to defend any claim against them in such manner as they deem appropriate or desirable in their sole discretion.
This indemnification remains in effect even after the agreement expires or is terminated. The Franchisor or any other Indemnified Party is not required to seek recovery from any insurer or other third party or mitigate losses to maintain a claim against the Developer. The Developer's failure to pursue such recovery or mitigate a loss does not reduce or alter the amounts the Franchisor or another Indemnified Party may recover from the Developer.