What is included in the definition of 'Claims' for indemnification purposes in the Beef O Bradys agreement?
Beef_O_Bradys Franchise · 2025 FDDAnswer from 2025 FDD Document
For purposes of this indemnification, "Claims" means and includes all obligations, damages (actual, consequential or otherwise) and costs reasonably incurred in the defense of any claim against any of the Indemnified Parties including, without limitation, reasonable accountants', arbitrators', attorneys' and expert witness fees, costs of investigation and proof of facts, court costs, other expenses of litigation, arbitration or alternative dispute resolution and travel and living expenses.
The Indemnified Parties have the right to defend any such claim against them in such manner as they deem appropriate or desirable in their sole discretion.
This indemnity will continue in full force and effect subsequent to and notwithstanding the expiration or termination of this Agreement.
Under no circumstances will we or any other Indemnified Party be required to seek recovery from any insurer or other third party, or otherwise to mitigate our, their or your losses and expenses, in order to maintain and recover fully a claim against you.
You agree that a failure to pursue such recovery or mitigate a loss will in no way reduce or alter the amounts we or another Indemnified Party may recover from you.
Source: Item 23 — RECEIPTS. (FDD pages 66–330)
What This Means (2025 FDD)
According to Beef O Bradys' 2025 Franchise Disclosure Document, the definition of "Claims" for indemnification includes all obligations, damages (actual, consequential, or otherwise), and costs reasonably incurred in defending any claim against the Indemnified Parties. These Indemnified Parties include Beef O Bradys, its affiliates, shareholders, directors, officers, employees, agents, successors, and assignees.
Specifically, the definition encompasses reasonable accountants', arbitrators', attorneys', and expert witness fees. It also covers costs related to investigation and proof of facts, court costs, other expenses related to litigation, arbitration, or alternative dispute resolution, as well as travel and living expenses. This means that if a franchisee is required to indemnify Beef O Bradys, the franchisee would be responsible for covering a wide range of expenses associated with defending against any claims.
Beef O Bradys retains the right to defend any claim against them in a manner they deem appropriate. This indemnification clause remains in effect even after the franchise agreement expires or is terminated. The FDD also states that neither Beef O Bradys nor any other Indemnified Party is required to seek recovery from any insurer or other third party to mitigate losses and expenses before pursuing a claim against the franchisee. The franchisee's responsibility to cover these costs will not be reduced even if Beef O Bradys does not attempt to mitigate their losses.