What is the definition of 'Indemnitees' according to the Bombs Away franchise agreement?
Bombs_Away Franchise · 2024 FDDAnswer from 2024 FDD Document
Franchisee shall indemnify and defend (with counsel reasonably acceptable to Bombs Away Franchising) Bombs Away Franchising, 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 Bombs Away Franchising and/or any Indemnitee directly or indirectly related to, or alleged to arise out of, the operation of the Business. Notwithstanding the foregoing, Franchisee shall not be obligated to indemnify an Indemnitee from Actions arising 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.
Source: Item 22 — CONTRACTS (FDD pages 35–36)
What This Means (2024 FDD)
According to Bombs Away's 2024 Franchise Disclosure Document, the term "Indemnitees" in the franchise agreement refers to Bombs Away Franchising, its parent entities, subsidiaries, and affiliates, along with their respective owners, directors, officers, employees, agents, successors, and assignees. This definition is important because it outlines who is protected under the indemnity clause of the franchise agreement.
The indemnity clause requires the franchisee to protect the Indemnitees against all losses related to the operation of the Bombs Away business. However, the franchisee is not obligated to indemnify an Indemnitee from actions arising from the Indemnitee's intentional misconduct or negligence. This provides a limitation to the franchisee's responsibility, ensuring they are not liable for the intentional wrongdoing or negligence of the Indemnitees.
This clause is typical in franchise agreements, as it aims to protect the franchisor and its related parties from liabilities arising from the franchisee's business operations. However, the specific scope of the indemnity, including the definition of "Indemnitees" and any limitations, can vary. A prospective Bombs Away franchisee should carefully review this section of the franchise agreement with legal counsel to fully understand their obligations and potential liabilities.