Who are the "Indemnitees" that the Ben Jerrys operator must indemnify and hold harmless?
Ben_Jerrys Franchise · 2025 FDDAnswer from 2025 FDD Document
OPERATOR is solely responsible for and shall indemnify and hold BEN & JERRY'S, and the officers, directors, and employees of BEN & JERRY'S (the "Indemnitees") harmless against any and all causes of action, claims, losses, costs, expenses, liabilities, litigation, damages or other expenses, including settlement costs and attorneys' fees (regardless of whether any of the foregoing is reduced to judgment), arising directly or indirectly from, as a result of, or in connection with the operation of the Scoop Shop or OPERATOR's (or OPERATOR'S employees') conduct under this Agreement, including: (a) any labor and employment violations; (b) joint employer violations; and (c) those claims alleged to be caused by the Indemnitees'
Source: Item 22 — CONTRACTS (FDD pages 133–134)
What This Means (2025 FDD)
According to Ben Jerrys's 2025 Franchise Disclosure Document, the "Indemnitees" that the operator must indemnify and hold harmless are Ben & Jerry's, and the officers, directors, and employees of Ben & Jerry's. This means the franchisee is responsible for protecting these individuals and the company itself from specific liabilities.
This indemnification extends to any causes of action, claims, losses, costs, expenses, liabilities, litigation, damages, or other expenses, including settlement costs and attorneys' fees, that arise directly or indirectly from the operation of the Scoop Shop or the operator's conduct under the Franchise Agreement. This includes, but is not limited to, labor and employment violations, joint employer violations, and claims alleged to be caused by the Indemnitees' negligence.
The franchisee also agrees that in the event of any threatened or actual litigation or dispute that could affect the Indemnitees, Ben Jerrys has the right, but not the obligation, to choose counsel, manage the handling of the matter, and settle any claim against the Indemnitees at their sole option. This right to defense and indemnification exists even if joint claims are brought or if joint liability is imposed on Ben Jerrys by law. This clause ensures that Ben Jerrys maintains control over legal matters that could impact the brand and its reputation, placing the financial burden of defense and settlement on the franchisee.