What claims does Baya Bar require the franchisee to indemnify the Baya Bar indemnitees from?
Baya_Bar Franchise · 2024 FDDAnswer from 2024 FDD Document
- 15.6 Indemnification. TO THE FULLEST EXTENT PERMITTED BY LAW, FRANCHISEE AGREES TO EXONERATE AND INDEMNIFY AND HOLD HARMLESS BAYA BAR FRANCHISE SYSTEMS, LLC, BAYA BAR, LLC, AND ANY OF THESE COMPANIES' PARENT COMPANY, SUBSIDIARIES, DIVISIONS, AFFILIATES, SUCCESSORS, ASSIGNS AND DESIGNEES AS WELL AS THEIR DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, SHAREHOLDERS, SUCCESSORS, DESIGNEES AND REPRESENTATIVES (COLLECTIVELY REFERRED TO AS THE "BAYA BAR INDEMNITEES"), FROM ALL CLAIMS BASED UPON, ARISING OUT OF, OR IN ANY WAY RELATED TO FRANCHISEE'S FRANCHISE AND/OR THE OPERATION THEREOF, INCLUDING BUT NOT LIMITED TO, ANY CLAIM IN CONNECTION WITH FRANCHISEE'S EMPLOYEES OR AGENTS; FRANCHISEE'S COMPUTER SYSTEMS; FRANCHISEE'S PREPARATION, STORAGE, HANDLING AND/OR DISPOSAL OF FOOD OR BEVERAGE PRODUCTS; THE FRANCHISED BUSINESS PREMISES; OR FRANCHISEE'S ADVERTISING OR BUSINESS PRACTICES. FRANCHISEE AGREES TO PAY FOR ALL 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 FRANCHISEE 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. FRANCHISEE AGREES THAT TO HOLD THE BAYA BAR INDEMNITEES HARMLESS, FRANCHISEE WILL REIMBURSE THE BAYA BAR INDEMNITEES AS THE COSTS AND EXPENSES ARE INCURRED BY THE BAYA BAR INDEMNITEES.
Source: Item 22 — CONTRACTS (FDD page 56)
What This Means (2024 FDD)
According to Baya Bar's 2024 Franchise Disclosure Document, franchisees must indemnify Baya Bar Franchise Systems, LLC, Baya Bar, LLC, their parent company, subsidiaries, divisions, affiliates, successors, assigns, designees, directors, officers, employees, agents, shareholders, successors, designees, and representatives (collectively referred to as the "Baya Bar Indemnitees"). This indemnification extends to all claims based upon, arising out of, or in any way related to the franchisee's franchise and its operation.
Specifically, the franchisee is responsible for claims connected to their employees or agents, computer systems, the preparation, storage, handling, and disposal of food or beverage products, the franchised business premises, and the franchisee's advertising or business practices. This means that if a claim arises from any of these areas, the franchisee is obligated to protect Baya Bar from any losses, expenses, or liabilities.
The franchisee must cover all losses and expenses, including attorneys' fees, incurred by the Baya Bar indemnitees in connection with any action, suit, proceeding, or inquiry, regardless of whether it results in a judgment or settlement. Baya Bar has the right to select and appoint independent counsel to represent any of the Baya Bar indemnitees in any action covered by this indemnity. The franchisee is obligated to reimburse Baya Bar for these costs and expenses as they are incurred.
This indemnification clause is a significant responsibility for the franchisee. It requires them to bear the financial burden of any claims or liabilities arising from their business operations, protecting Baya Bar from potential legal and financial risks associated with the franchise. Prospective franchisees should carefully consider this obligation and ensure they have adequate insurance coverage and risk management practices in place.