factual

To what extent does a Baya Bar developer agree to indemnify the Baya Bar Indemnitees?

Baya_Bar Franchise · 2024 FDD

Answer from 2024 FDD Document

TO THE FULLEST EXTENT PERMITTED BY LAW. DEVELOPER AGREES TO EXONERATE AND INDEMNIFY AND HOLD HARMLESS BAYA BAR FRANCHISE SYSTEMS, LLC, BAYA BAR, LLC, AND ANY OF THE ABOVE'S 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 THE DEVELOPMENT, OPERATION, CONDITION, OR ANY PART OF ANY OF DEVELOPER'S BAYA BAR OUTLETS TO BE DEVELOPED HEREUNDER, THE PRODUCTS, THE PREMISES, OR ANY ASPECT OF THE REAL ESTATE CONNECTED TO ANY OF SUCH BAYA BAR OUTLETS, WHETHER CAUSED BY DEVELOPER'S AGENTS OR EMPLOYEES, OR ARISING FROM DEVELOPER'S ADVERTISING OR BUSINESS PRACTICES. 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 agrees to exonerate, indemnify, and hold harmless the Baya Bar Indemnitees to the fullest extent permitted by law. The Baya Bar Indemnitees include Baya Bar Franchise Systems, LLC, Baya Bar, LLC, their parent company, subsidiaries, divisions, affiliates, successors, assigns, designees, as well as their directors, officers, employees, agents, shareholders, successors, designees, and representatives.

This indemnification extends to all claims based upon, arising out of, or in any way related to the development, operation, condition, or any part of the developer's Baya Bar outlets. It also covers the products, the premises, or any aspect of the real estate connected to any of the Baya Bar outlets, regardless of whether the issues are caused by the developer's agents or employees, or arising from the developer's advertising or business practices.

The developer is responsible for paying 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 is reduced to judgment or determination, or any settlement thereof. The Baya Bar Indemnitees have the right to select and appoint independent counsel to represent them in any action or proceeding covered by this indemnity, and the developer agrees to reimburse the Baya Bar Indemnitees as these costs and expenses are incurred.

Disclaimer: This information is extracted from the 2024 Franchise Disclosure Document and is provided for research purposes only. It does not constitute legal or financial advice. Consult with a franchise attorney before making any investment decisions.