Does the indemnification agreement in the Big O Tires franchise agreement survive the termination or expiration of the agreement?
Big_O_Tires Franchise · 2025 FDDAnswer from 2025 FDD Document
This indemnity includes any claims arising from the acts or omissions of Franchisee or its employees or agents.
Franchisee shall not, however, be liable for claims arising exclusively as a result of Big O's intentional or fraudulent acts or omissions or to the extent such acts are Big O's sole negligence.
The covenants in this Section 23.01 shall survive the Termination Date or Expiration Date of this Agreement.
Source: Item 23 — RECEIPTS (FDD pages 102–535)
What This Means (2025 FDD)
According to the 2025 Big O Tires Franchise Disclosure Document, the covenants related to indemnification as described in Section 23.01 survive the termination or expiration of the Franchise Agreement. This means that even after the franchise agreement ends, the franchisee's responsibility to cover certain claims continues.
Specifically, the franchisee is required to indemnify Big O Tires against claims arising from the franchisee's or their employees' or agents' actions or omissions. However, this indemnification does not extend to claims resulting exclusively from Big O's intentional or fraudulent acts or omissions, or to the extent such acts are Big O's sole negligence.
This survival clause is a standard practice in franchising, designed to protect the franchisor from liabilities that may arise from the franchisee's past operations, even after the franchise relationship has ended. A prospective Big O Tires franchisee should carefully consider the scope of this indemnification and understand their potential long-term liabilities.