Is the Indemnifying Party's duty to defend independent of its duty to indemnify in the Bhc franchise agreement?

According to Bhc's 2025 Franchise Disclosure Document, the indemnifying party's duty to defend is independent of its duty to indemnify. This means that the obligation to provide a legal defense for the indemnified party exists separately from the obligation to cover any losses, damages, or liabilities.

For a prospective Bhc franchisee, this is significant because even if Bhc (as the indemnifying party in certain situations) is not ultimately liable for covering specific losses, they may still be obligated to provide a legal defense. This could involve covering legal fees, court costs, and other expenses related to defending against a claim.

This separation of duties offers a layer of protection for the franchisee. It ensures they receive a legal defense, even in situations where indemnity might be disputed or not applicable. However, franchisees should be aware of the conditions and limitations outlined in the franchise agreement regarding indemnification and the duty to defend, including providing timely notice of claims and cooperating with the defense.