Who are considered 'Indemnitees' that a Better Blend franchisee must indemnify?
Better_Blend Franchise · 2024 FDDAnswer from 2024 FDD Document
ARTICLE 16. INDEMNITY
- 16.1 Indemnity. Franchisee shall indemnify and defend (with counsel reasonably acceptable to BBF) BBF, its parent entities, subsidiaries and affiliates, and their respective owners, directors, officers, employees, agents, successors and assignees (collectively, "Indemnitees") against all Losses in any Action by or against BBF and/or any Indemnitee directly or indirectly related to, or alleged to arise out of, the development or operation of the Business (including any Data Security Event), or any act or omission of Franchisee or any of Franchisee's Owners, officers, directors, employees or agents. Notwithstanding the foregoing, Franchisee shall not be obligated to indemnify an Indemnitee from Actions which Franchisee proves arose solely as a result of any Indemnitee's intentional misconduct or negligence. Any delay or failure by an Indemnitee to notify Franchisee of an Action shall not relieve Franchisee of its indemnity obligation except to the extent (if any) that such delay or failure materially prejudices Franchisee. Franchisee shall not settle an Action without the consent of the Indemnitee. This indemnity will continue in effect after this Agreement ends.
- 16.2 Assumption. An Indemnitee may elect to assume the defense of any Action subject to this indemnification, and control all aspects of defending the Action, including negotiations and settlement, at Franchisee's expense. Such an undertaking shall not diminish Franchisee's obligation to indemnify the Indemnitees.
Source: Item 22 — CONTRACTS (FDD page 43)
What This Means (2024 FDD)
According to Better Blend's 2024 Franchise Disclosure Document, a franchisee is obligated to indemnify specific parties, referred to as "Indemnitees." These Indemnitees include Better Blend Franchising, LLC (BBF) itself, along with its parent entities, subsidiaries, and affiliates. The indemnification extends to their respective owners, directors, officers, employees, agents, successors, and assignees. This means the franchisee is responsible for protecting these individuals and entities from losses arising from the franchisee's business operations.
The franchisee's duty to indemnify covers any Action (legal claim or proceeding) against Better Blend or any Indemnitee that is directly or indirectly related to the development or operation of the Better Blend business. This includes situations stemming from any Data Security Event, or any action or failure to act by the franchisee, their owners, officers, directors, employees, or agents. However, the franchisee is not required to cover an Indemnitee if the Action is proven to have arisen solely from the Indemnitee's intentional misconduct or negligence.
This indemnification clause remains in effect even after the franchise agreement ends. Better Blend may elect to assume the defense of any Action subject to indemnification, controlling all aspects of the defense, including negotiations and settlement, at the franchisee's expense. However, this does not reduce the franchisee's obligation to indemnify the Indemnitees. Franchisees are not allowed to settle an Action without the consent of the Indemnitee.