Who are the 'Indemnified Parties' that a Beef O Bradys franchisee agrees to defend and hold harmless?
Beef_O_Bradys Franchise · 2025 FDDAnswer from 2025 FDD Document
- 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; all acts, errors, neglects or omissions of you or the Family Sports Pub and/or the owners, officers, directors, management, employees, agent, servants, contractors, partners, proprietors, affiliates or representatives of you or Family Sports Pub (or any third party acting on your behalf or at your direction), whether in connection with the Family Sports Pub or otherwise; all liabilities arising from or related to your offer, sale and/or delivery of products and/or services as contemplated by this Agreement; and, any action by any customer of yours or visitor to your Family Sports Pub or any other facility of your franchised business; or your breach of this Agreement.
Source: Item 23 — RECEIPTS. (FDD pages 66–330)
What This Means (2025 FDD)
According to Beef O Bradys's 2025 Franchise Disclosure Document, as a franchisee, you agree to indemnify, defend, and hold harmless certain parties, referred to as the "Indemnified Parties". These parties include Beef O Bradys itself, its affiliates, and their respective shareholders, directors, officers, employees, agents, successors, and assignees. This means that the franchisee is responsible for protecting these individuals and entities from certain claims, obligations, and damages related to the operation of the franchise.
Specifically, the franchisee's indemnification extends to claims, obligations, and damages described in Section 18.4 of the franchise agreement, all taxes arising out of the operation of the Family Sports Pub, and all claims and liabilities directly or indirectly arising out of the Family Sports Pub's operation. This includes potential liabilities related to the development, opening, and operation of the Family Sports Pub, such as personal injury, death, or property damage suffered by customers, visitors, operators, employees, or guests. It also covers crimes committed on or near the Family Sports Pub, errors or omissions by the franchisee or their contractors, defects in the Family Sports Pub, and liabilities related to the offer, sale, and delivery of products and services.
However, the FDD also notes a modification to this indemnification requirement. Franchisees in Washington State are not obligated to indemnify the specified parties for losses or liabilities to the extent that those losses or liabilities are caused by the indemnified party's negligence, willful misconduct, strict liability, or fraud. This modification provides some protection to franchisees against being held responsible for issues arising from the franchisor's own actions or failures.
It is important for prospective Beef O Bradys franchisees to understand the scope of this indemnification clause and to consult with legal counsel to fully assess the potential risks and liabilities associated with operating a franchise. Franchisees should also ensure they have adequate insurance coverage to protect against potential claims and damages.