What costs are included in the indemnification that a Big Apple Bagels franchisee provides to the franchisor?
Big_Apple_Bagels Franchise · 2025 FDDAnswer from 2025 FDD Document
- d. Indemnification. Franchisee agrees to indemnify Franchisor and its subsidiaries, Affiliates, stockholders, directors, officers, employees, agents, successors, and assignees against and to reimburse them for all obligations, damages, and taxes set forth in this Agreement for which they are held liable and for all costs reasonably incurred by them in the defense of any claims brought against them or in any action in which they are named as a party, including without limitation, reasonable attorneys' and expert witness fees, costs of investigation and proof of facts, court costs, other litigation expenses, and travel and living expenses as a result of or related in any way to the operation of the Store, except to the extent caused by Franchisor's negligent or willful action or failure to act. Franchisor has the right to defend any such claim against it. Franchisee shall also indemnify and hold Franchisor and its officers, directors, employees and agents harmless from any and all claims, demands or liabilities arising from the offer or sale of securities, whether asserted by a purchaser of any security or by a governmental agency. Franchisor has the right to defend any such claims.
- e. Survival. The indemnities and assumptions of liabilities and obligations herein shall continue in full force and effect subsequent to and notwithstanding the expiration or termination of this Agreement.
Source: Item 22 — CONTRACTS (FDD pages 86–87)
What This Means (2025 FDD)
According to Big Apple Bagels' 2025 Franchise Disclosure Document, the franchisee's indemnification of the franchisor includes reimbursement for all obligations, damages, and taxes outlined in the franchise agreement for which the franchisor is held liable. This also extends to all costs reasonably incurred in defending against claims or actions where the franchisor is named as a party.
The costs covered by the franchisee's indemnification include, but are not limited to, reasonable attorneys' and expert witness fees, costs for investigating and proving facts, court costs, other litigation expenses, and travel and living expenses. These expenses must be a result of or related in any way to the operation of the Big Apple Bagels store. However, the franchisee is not responsible for these costs to the extent that they are caused by the franchisor's negligent or willful action, or failure to act.
Furthermore, the Big Apple Bagels franchisee must also indemnify and hold the franchisor and its officers, directors, employees, and agents harmless from any claims, demands, or liabilities arising from the offer or sale of securities, whether asserted by a purchaser of any security or by a governmental agency. The franchisor retains the right to defend any such claim against it. These indemnification obligations remain in effect even after the expiration or termination of the franchise agreement.