What is the Big Apple Bagels franchisee required to indemnify and hold the franchisor harmless from?
Big_Apple_Bagels Franchise · 2025 FDDAnswer from 2025 FDD Document
whether or not caused by Franchisee's negligent or willful action or failure to act. Franchisor shall have no liability for any sales, use, excise, gross receipts, property or other taxes of Franchisee or the Store.
- 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.
8. FRANCHISE AND OTHER FEES.
a.
Source: Item 22 — CONTRACTS (FDD pages 86–87)
What This Means (2025 FDD)
According to Big Apple Bagels' 2025 Franchise Disclosure Document, franchisees are required to indemnify the franchisor and its related parties against various liabilities and costs. Specifically, the franchisee must cover obligations, damages, and taxes outlined in the Franchise Agreement for which the franchisor is held liable. This includes all costs reasonably incurred in defending against claims or actions where the franchisor is named as a party. These costs include reasonable attorneys' and expert witness fees, costs of investigation and proof of facts, court costs, other litigation expenses, and travel and living expenses. This indemnification applies to issues related to the operation of the store, unless the issue is caused by the franchisor's negligence or willful action or failure to act.
Additionally, the Big Apple Bagels franchisee must indemnify and hold the franchisor 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 claims. This indemnification extends beyond the term of the Franchise Agreement, remaining in effect even after the agreement expires or is terminated.
Furthermore, if a Big Apple Bagels franchisee deviates from the prescribed recipes, ingredients, preparation methods, or menu boards, they are responsible for obtaining their own nutrition information to comply with state and federal nutrition labeling requirements. The franchisee must indemnify the franchisor for any claims, damages, suits, judgments, fines, or any other losses incurred by the franchisor due to the franchisee's failure to comply with these requirements. This comprehensive indemnification clause places a significant responsibility on the franchisee to ensure compliance and manage risks associated with the operation of their Big Apple Bagels store.