Under what circumstances is a Bombs Away franchisee NOT obligated to indemnify an Indemnitee?
Bombs_Away Franchise · 2024 FDDAnswer from 2024 FDD Document
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, a franchisee is generally required to indemnify Bombs Away Franchising and its related parties (Indemnitees) against losses arising from the operation of the franchise business. This means the franchisee is responsible for protecting Bombs Away from legal claims and financial liabilities connected to the franchisee's business.
However, the franchisee's obligation to indemnify the Indemnitees does not apply in all situations. Specifically, the franchisee is not required to indemnify an Indemnitee from actions that arise as a result of the Indemnitee's intentional misconduct or negligence. This provision protects the franchisee from being held liable for the Indemnitee's own wrongful actions.
It's important to note that any delay or failure by an Indemnitee to notify the franchisee of an action does not relieve the franchisee of their indemnity obligation unless the delay materially prejudices the franchisee. Additionally, the franchisee cannot settle an action without the Indemnitee's consent, and the indemnity obligation continues even after the franchise agreement ends.