Under what circumstances will Bang Cookies indemnify the franchisee?
Bang_Cookies Franchise · 2024 FDDAnswer from 2024 FDD Document
rvive the termination, expiration or Transfer of this Agreement. Under no circumstances are the Franchisor Indemnified Parties required or obligated to seek recovery from third parties or otherwise mitigate their respective losses in order to maintain a claim against Franchisee or any Owner. Franchisee and each of the Owners agree that Franchisor's failure to pursue recovery or mitigate loss in no way reduces the amounts recoverable from Franchisee or any Owner.
10.C. INDEMNIFICATION BY FRANCHISOR
Franchisor shall indemnify, defend, and hold Franchisee and Franchisee's officers, directors, shareholders, members, owners, partners, agents, representatives, independent contractors, employees, assigns and successors (the "Franchisee Indemnified Parties") harmless from all losses, expenses, claims, causes of action, lawsuits, liabilities, taxes, costs, demands, proceedings, investigation, hearing, and/or damages solely arising out of, or solely relating to, Franchisor's gross negligence in the operation of Franchisee's Bang Cookies Shop that was the direct cause of any such loss, expense, liability or damage provided Franchisee immediately notifies Franchisor of such claim, cause of action, lawsuit, demand, proceeding, investigation or hearing, and Franchisor shall pay all of the Franchisee Indemnified Parties' reasonable costs, fees and expenses of defending any such claim, cause of action, lawsuit, demand, proceeding, investigation, and/or hearing brought against any of the Franchisee Indemnified Parties or any such claim, cause of action, lawsuit, demand, proceeding, investigation, and/or hearing in which any of the Franchisee Indemnified Parties is named as a party, including, without limitation, reasonable accountant fees, attorney fees, and expert witness fees, court costs, deposition fees, travel expenses and other litigation expenses provided Franchisee immediately notifies Franchisor of such claim, cause of action, lawsuit, demand, proceeding, investigation or hearing. Franchisor agrees that the terms of this Article 10.C.
Source: Item 23 — RECEIPTS (FDD pages 56–245)
What This Means (2024 FDD)
According to Bang Cookies' 2024 Franchise Disclosure Document, Bang Cookies will indemnify, defend, and hold harmless the franchisee and their related parties from losses, expenses, claims, lawsuits, liabilities, taxes, costs, demands, proceedings, investigations, hearings, and/or damages. This indemnification applies only when these issues arise solely from Bang Cookies' gross negligence in the operation of the franchisee's Bang Cookies Shop and are the direct cause of the loss, expense, liability, or damage.
To be eligible for indemnification, the franchisee must immediately notify Bang Cookies of any such claim, lawsuit, demand, proceeding, investigation, or hearing. Bang Cookies will then cover all reasonable costs, fees, and expenses for defending against these claims, including accountant fees, attorney fees, expert witness fees, court costs, deposition fees, travel expenses, and other litigation expenses. Again, the franchisee must immediately notify Bang Cookies of any such claim, lawsuit, demand, proceeding, investigation, or hearing.
The terms of this indemnification by Bang Cookies survive the termination, expiration, or transfer of the Franchise Agreement. Additionally, an amendment to the Indiana FDD states that the franchisee will not be required to indemnify Bang Cookies for any liability imposed upon Bang Cookies as a result of the franchisee's reliance upon or use of procedures or products that were required by Bang Cookies, if the procedures or products were utilized by the franchisee in the manner required by Bang Cookies.