According to the Benjamin Franklin Plumbing agreement, what are 'Claims'?
Benjamin_Franklin_Plumbing Franchise · 2025 FDDAnswer from 2025 FDD Document
You agree to indemnify Franchisor, its affiliates, and their respective past, present, and future officers, directors, shareholders, employees, and agents (collectively, "Protected Parties") for, and at our option defend the Protected Parties against: (i) any claims (whether or not by a third party) arising directly or indirectly from, as a result of, or in connection with your activities under this Agreement (collectively, "Claims"); and (ii) any liabilities, damages, losses, and expenses the Protected Parties incur as a result of such Claims, including but not limited to attorneys' fees, costs of investigation, settlement costs, fines, civil penalties, and interest charges (collectively, "Expenses"). To the extent permitted by law, this indemnity includes Claims and Expenses alleged to be caused by the negligence of the Protected Parties, unless (and then only to the extent that) the Claim or Expense is finally determined by a court to have been caused solely by the gross negligence or willful misconduct of the Protected Parties. With respect to any threatened or actual litigation, proceeding, or dispute that could directly or indirectly affect any of the Protected Parties, the Protected Parties will have the right, but no obligation, to: (i) choose counsel; (ii) direct, manage, and control the handling of the matter; and (iii) settle any Claim on behalf of the Protected Parties. Your obligations under this Section are not limited by the amount of your insurance coverage. This Section will survive the expiration or termination of this Agreement.
Source: Item 23 — RECEIPTS (FDD pages 88–312)
What This Means (2025 FDD)
According to the 2025 Benjamin Franklin Plumbing Franchise Disclosure Document, 'Claims' are defined as any claims (whether or not by a third party) arising directly or indirectly from, as a result of, or in connection with your activities under this Agreement.
This definition is part of the indemnification clause, which means a Benjamin Franklin Plumbing franchisee agrees to protect the franchisor, its affiliates, and their officers, directors, shareholders, employees, and agents from any such claims. This protection includes covering liabilities, damages, losses, and expenses resulting from these claims, including legal fees, investigation costs, settlement costs, fines, civil penalties, and interest charges.
The indemnity extends to claims and expenses alleged to be caused by the negligence of the protected parties, unless a court determines the claim or expense was solely due to the gross negligence or willful misconduct of those parties. Benjamin Franklin Plumbing retains the right to choose counsel, manage the handling of any matter, and settle any claim on behalf of the protected parties. The franchisee's obligations are not limited by their insurance coverage, and this section of the agreement survives its expiration or termination.
This means that as a Benjamin Franklin Plumbing franchisee, you could be responsible for covering potentially significant costs and legal issues arising from your business operations, even if the franchisor is partially at fault. Franchisees should carefully consider this broad indemnification clause and consult with legal counsel to understand the full scope of their potential liabilities.