What claims and liabilities does a Beef O Bradys franchisee have to indemnify the Indemnified Parties for?
Beef_O_Bradys Franchise · 2025 FDDAnswer from 2025 FDD Document
Other Party.** You agree not to employ any of the Marks in signing any contract or applying for any license or permit, or in a manner that may result in our liability for any of your indebtedness or obligations, and that you will not use the Marks in any way we have not expressly authorized. Neither we nor you will make any express or implied agreements, warranties, guarantees or representations or incur any debt in the name or on behalf of the other, represent that our respective relationship is other than franchisor and franchisee or be obligated by or have any liability under any agreements or representations made by the other that are not expressly authorized in writing. We will not be obligated for any damages to any
person or property directly or indirectly arising out of the Family Sports Pub's operation or the business you conduct pursuant to this Agreement.
- 18.3 Taxes. We will have no liability for any sales, use, alcohol surcharge, service, occupation, excise, gross receipts, income, payroll, property or other taxes, whether levied upon you or the Family Sports Pub, in connection with the business you conduct (except any taxes we are required by law to collect from you with respect to purchases from us). Payment of all such taxes are your responsibility.
- 18.4 Indemnification. You agree to indemnify, defend and hold us, our affiliates and our respective shareholders, directors, officers, employees, agents, successors and assignees (the "Indemnified Parties") harmless from and to reimburse any one or more of the Indemnified Parties for all claims, obligations and damages described in this Section, any and all taxes arising out of the operation of your Family Sports Pub, and any and all claims and liabilities directly or indirectly arising out of the Family Sports Pub's operation (even if our negligence is alleged, but not proven); any element of your development, opening and operation of your Family Sports Pub, including (without limitation) any personal injury, death or property damage suffered by any customer, visitor, operator, employee or guest of the Family Sports Pub; crimes committed on or near your Family Sports Pub or vehicles used by your Family Sports Pub; all acts, errors, neglects or omissions engaged in by you, your contractors or subcontractors, as well as any third party, arising out of or related to the design, construction, conversion, build-out, outfitting, remodeling, renovation or upgrading of your Family Sports Pub, whether or not any of the foregoing was approved by us; defects in any Family Sports Pub you construct and/or operate, whether or not discoverable by you or by us;
Source: Item 23 — RECEIPTS. (FDD pages 66–330)
What This Means (2025 FDD)
According to Beef O Bradys's 2025 Franchise Disclosure Document, franchisees must indemnify the Indemnified Parties (which include Beef O Bradys, its affiliates, shareholders, directors, officers, employees, agents, successors, and assignees) against various claims, obligations, and damages. This includes taxes arising from the operation of the Family Sports Pub and any claims or liabilities directly or indirectly arising from its operation.
The franchisee's indemnification extends to elements of the development, opening, and operation of the Family Sports Pub. This encompasses personal injury, death, or property damage suffered by anyone at the pub, crimes committed on or near the premises or involving pub vehicles, and any acts, errors, neglects, or omissions by the franchisee, their contractors, or subcontractors related to the design, construction, or upgrading of the pub. This holds true whether or not Beef O Bradys approved of the actions.
The indemnification also covers defects in the constructed or operated Family Sports Pub, regardless of whether they were discoverable. It includes liabilities arising from the offer, sale, or delivery of products and services, actions by customers or visitors, and any breach of the Franchise Agreement. However, another section modifies this, stating that the franchisee is not obligated to indemnify the Indemnified Parties for losses or liabilities caused by the indemnified party's negligence, willful misconduct, strict liability, or fraud.
This broad indemnification clause means that a Beef O Bradys franchisee could be held responsible for a wide range of potential liabilities, even those not directly caused by their actions. However, the modification provides some protection against the franchisor's own negligence or misconduct. Prospective franchisees should carefully consider the scope of this indemnification and consult with legal counsel to fully understand their potential liabilities.