Under what conditions is a Benihana franchisee prohibited from relying on an exception to their indemnity obligation under Section 12.6.1?

According to Benihana's 2024 Franchise Disclosure Document, a franchisee is prohibited from relying on any exception to their indemnity obligation under Section 12.6.1 under specific circumstances. This section outlines situations where the franchisee cannot claim an exception to their responsibility to protect Benihana from claims.

Specifically, a Benihana franchisee cannot rely on an exception if the claims against Benihana or any other party covered by Section 12.4 are based on (i) imputed or secondary liability for the acts of the franchisee or its employees, such as vicarious liability, agency, or apparent agency, or (ii) any failure by Benihana to compel the franchisee to comply with the provisions of the Franchise Agreement. This includes compliance with Benihana standards, applicable laws, or other requirements.

In simpler terms, if Benihana is held responsible for something the franchisee or their employees did (like negligence), or if Benihana is being blamed for not making the franchisee follow the rules, the franchisee can't use the exception to avoid their obligation to cover Benihana's losses. This reinforces the importance of the franchisee's adherence to Benihana's standards and legal requirements, as their actions directly impact their indemnity obligations.