Under what circumstances does the Ben Jerrys Franchise Agreement require the Operator/Catering Entity to indemnify Ben Jerrys?
Ben_Jerrys Franchise · 2025 FDDAnswer from 2025 FDD Document
20.4 Nothing in this Agreement or Warehouse Addendum authorizes [OPERATOR/the Catering Entity] to make any contract, agreement, warranty, or representation on the behalf of BEN & JERRY'S, or to incur any debt or other obligation in the name of BEN & JERRY'S; and BEN & JERRY'S shall in no event assume liability for, or be deemed liable hereunder as a result of, any such action; nor shall BEN & JERRY'S be liable by reason of any act or omission of [OPERATOR/the Catering Entity] in its provision of Off-Premises Activities [and/or Mobile Vending] for any claim or judgment arising therefrom against [OPERATOR/the Catering Entity] or BEN & JERRY'S. [OPERATOR/The Catering Entity] hereby waives all claims against BEN & JERRY'S for damages to property or injuries to persons arising out of the operation of Authorized Warehouse or the provision of Off-Premises Activities [and/or Mobile Vending]. [OPERATOR/The Catering Entity] 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 provision of Off-Premises Activities [and/or Mobile Vending] under this Agreement and Warehouse Addendum, including those alleged to be caused by the Indemnitees' negligence. [OPERATOR/The Catering Entity] agrees that with respect to any threatened or actual litigation, proceeding or dispute which could directly or indirectly affect any of the Indemnitees, the Indemnitees shall have the right, but not the obligation, to: (i) choose counsel, (ii) direct, manage and/or control the handling of the matter; and (iii) settle on behalf of the Indemnitees, and/or [OPERATOR/the Catering Entity], any claim against the Indemnitees at their sole option.
Source: Item 23 — RECEIPTS (FDD pages 134–358)
What This Means (2025 FDD)
According to Ben Jerrys's 2025 Franchise Disclosure Document, the Franchise Agreement outlines specific circumstances where the Operator/Catering Entity is required to indemnify Ben Jerrys. The Operator/Catering Entity must indemnify and hold Ben Jerrys, including its officers, directors, and employees (collectively known as "Indemnitees"), harmless against any causes of action, claims, losses, costs, expenses, liabilities, litigation, damages, or other expenses. This includes settlement costs and attorneys' fees, regardless of whether these are reduced to judgment.
This indemnification requirement applies to issues arising directly or indirectly from, as a result of, or in connection with the provision of Off-Premises Activities and/or Mobile Vending under the Franchise Agreement and Warehouse Addendum. This obligation extends to issues alleged to be caused by the Indemnitees' negligence.
Furthermore, the Franchise Agreement grants Ben Jerrys the right, but not the obligation, to control any threatened or actual litigation, proceeding, or dispute that could affect any of the Indemnitees. This includes the right to choose counsel, direct the handling of the matter, and settle any claim against the Indemnitees at their sole option. The Operator/Catering Entity also waives all claims against Ben Jerrys for damages to property or injuries to persons arising out of the operation of the Authorized Warehouse or the provision of Off-Premises Activities and/or Mobile Vending.