Who are considered Indemnitees that Belocal Franchisee Indemnifying Parties must hold harmless?
Belocal Franchise · 2025 FDDAnswer from 2025 FDD Document
(1) Franchisee and the Principals ("Franchisee Indemnifying Parties") agree to fully protect, indemnify, defend, reimburse, and hold harmless Franchisor; Franchisor's predecessors and affiliates; and their respective shareholders, members, partners, officers, directors, managers, employees, agents, representatives, attorneys, accountants, guarantors, successors, and assigns, in both their corporate and individual capacities, past or present (collectively, "Indemnitees"), to the fullest extent permitted by law, from any and all Losses and Expenses (defined below) incurred in connection with any action, suit, proceeding, claim, demand, judgment, investigation, or inquiry (formal or informal), or any settlement thereof (whether or not a formal proceeding or action has been instituted) (collectively, "Action"), arising from any of the following: (1) any actual or alleged violation of any law, rule, regulation, or ordinance by
Source: Item 22 — CONTRACTS (FDD page 71)
What This Means (2025 FDD)
According to Belocal's 2025 Franchise Disclosure Document, the Indemnitees, whom the Franchisee Indemnifying Parties must protect, indemnify, defend, reimburse, and hold harmless, include a comprehensive list of individuals and entities associated with Belocal. These Indemnitees encompass Belocal itself, its predecessors and affiliates, and their respective shareholders, members, partners, officers, directors, managers, employees, agents, representatives, attorneys, accountants, guarantors, successors, and assigns. This protection extends to both their corporate and individual capacities, covering both past and present affiliations.
This broad definition of Indemnitees means that a Belocal franchisee's responsibility to indemnify extends to a wide array of parties connected to the franchisor. This could include not only direct employees of Belocal but also external parties such as attorneys and accountants who have worked with the company. The franchisee's obligation to hold these parties harmless is triggered by various actions, suits, claims, or demands arising from the franchisee's operations, potential violations of laws, property damage, personal injury, or other specified events.
The franchisee's indemnification obligations exist regardless of the cause or any concurrent or contributing fault or negligence of the Indemnitees. This means that even if an Indemnitee is partially at fault for a particular issue, the franchisee is still responsible for covering their losses and expenses. This indemnity also survives the expiration or termination of the Franchise Agreement, meaning that the franchisee's responsibility to indemnify continues even after the franchise relationship ends. This extensive indemnification clause highlights the importance of understanding and mitigating risks associated with operating a Belocal franchise.