Does the Baya Bar agreement state that the developer must pay attorney's fees for the Baya Bar indemnitees?
Baya_Bar Franchise · 2024 FDDAnswer from 2024 FDD Document
DEVELOPER AGREES TO PAY FOR ALL THE BAYA BAR INDEMNITEES' LOSSES, EXPENSES (INCLUDING, BUT NOT LIMITED TO ATTORNEYS' FEES) OR CONCURRENT OR CONTRIBUTING LIABILITY INCURRED IN CONNECTION WITH ANY ACTION, SUIT, PROCEEDING, INQUIRY (REGARDLESS OF WHETHER THE SAME IS REDUCED TO JUDGMENT OR DETERMINATION), OR ANY SETTLEMENT THEREOF FOR THE INDEMNIFICATION GRANTED BY DEVELOPER HEREUNDER. THE BAYA BAR INDEMNITEES SHALL HAVE THE RIGHT TO SELECT AND APPOINT INDEPENDENT COUNSEL TO REPRESENT ANY OF THE BAYA BAR INDEMNITEES IN ANY ACTION OR PROCEEDING COVERED BY THIS INDEMNITY. DEVELOPER AGREES THAT TO HOLD THE BAYA BAR INDEMNITEES HARMLESS, DEVELOPER WILL REIMBURSE THE BAYA BAR INDEMNITEES AS THE COSTS AND EXPENSES ARE INCURRED BY THE BAYA BAR INDEMNITEES.
Source: Item 23 — RECEIPTS (FDD pages 56–189)
What This Means (2024 FDD)
According to Baya Bar's 2024 Franchise Disclosure Document, the developer (franchisee) is responsible for covering the attorney's fees of the Baya Bar indemnitees under certain conditions. Specifically, the developer agrees to indemnify and hold harmless Baya Bar Franchise Systems, LLC, Baya Bar, LLC, and their related entities and personnel from claims related to the developer's Baya Bar outlets.
This indemnification extends to all losses and expenses, including attorney's fees, incurred in connection with any action, suit, proceeding, or inquiry related to the development, operation, or condition of the Baya Bar outlets. The Baya Bar indemnitees have the right to select and appoint independent counsel to represent them in any action covered by this indemnity.
The developer is obligated to reimburse the Baya Bar indemnitees for these costs and expenses as they are incurred, ensuring that the indemnitees are held harmless. This means that if a claim arises from the franchisee's operations, and Baya Bar incurs legal expenses as a result, the franchisee is responsible for paying those legal fees.