Under the agreement, what losses is a Best Western customer obligated to indemnify AutoClerk against?
Best_Western Franchise · 2025 FDDAnswer from 2025 FDD Document
Customer shall indemnify, defend and hold harmless AutoClerk and its Affiliates, and each of its and their respective officers, members, directors, employees, agents, subcontractors, successors and assigns (each, including AutoClerk, an "AutoClerk Indemnitee") from and against any and all Losses incurred by the AutoClerk Indemnitees in connection with any Action by a third party arising out of or related to: (i) Customer Content; (ii) use of the Service by or on behalf of Customer with any hardware, software, system, or service that is neither provided by AutoClerk nor authorized by AutoClerk; (iii) a breach by or on behalf of Customer of any representation, warranty, covenant or obligation under this Agreement; (iv) any gross negligence, misuse or act or omission by or on behalf of Customer with respect to the Service or in connection with this Agreement; or (v) use of the Service by or on behalf of Customer that is outside the use authorized by this Agreement.
Source: Item 23 — Receipts (FDD pages 108–413)
What This Means (2025 FDD)
The 2025 Best Western FDD describes the conditions under which a Best Western "Customer" (which in this case refers to a Best Western franchisee who is a customer of AutoClerk) must indemnify AutoClerk. According to the FDD, the franchisee must indemnify, defend, and hold AutoClerk harmless from any losses connected to actions by a third party related to specific circumstances. These circumstances include the franchisee's content, use of the service with hardware or software not provided or authorized by AutoClerk, a breach of the agreement by the franchisee, gross negligence or misuse of the service by the franchisee, or unauthorized use of the service by the franchisee.
This means that if a third party sues AutoClerk due to something related to the franchisee's actions or content within the scope of the agreement, the franchisee is responsible for covering AutoClerk's losses. This includes legal fees, settlements, and any other costs incurred by AutoClerk as a result of the claim. The franchisee's indemnification obligations are triggered by specific actions or failures on their part, such as using unauthorized software or violating the terms of the service agreement.
It's important for a prospective Best Western franchisee to understand the scope of this indemnification clause. They should ensure they are using the AutoClerk service as intended, complying with all agreement terms, and avoiding any actions that could lead to third-party claims against AutoClerk. Additionally, franchisees should maintain adequate insurance coverage to protect themselves against potential liabilities arising from their use of the AutoClerk service. This section outlines the responsibilities and potential financial risks associated with using AutoClerk's services as part of the Best Western franchise agreement.