What is included in the definition of "claims, losses, liabilities and costs" for the Bonchon indemnification clause?
Bonchon Franchise · 2025 FDDAnswer from 2025 FDD Document
As used above, the phrase "claims, losses, liabilities and costs" includes all claims; causes of action; fines; penalties; liabilities; losses; compensatory, exemplary, statutory or punitive damages or liabilities; costs of investigation; lost profits; court costs and expenses; reasonable attorneys' and experts' fees and disbursements; settlement amounts; judgments; compensation for damage to our reputation and goodwill; costs of or resulting from delays; travel, food, lodging and other living expenses necessitated by the need or desire to appear before (or witness the proceedings of) courts or tribunals (including arbitration tribunals), or government or quasi-governmental entities (including those incurred by Indemnitees' attorneys and/or experts); all expenses of recall, refunds, compensation and public notices; and, other such amounts incurred in connection with the matters described. All such losses and expenses incurred under this indemnification provision will be chargeable to and paid by you pursuant hereto, regardless of any actions, activity or defense undertaken by us or the subsequent success or failure of the actions, activity or defense.
Specifically excluded from the indemnity you give hereby is any liability associated with our or the other Indemnitees' gross negligence, willful misconduct or criminal acts (except to the extent that joint liability is involved, in which event the indemnification provided herein shall extend to any finding of comparative or contributory negligence attributable to you).
Source: Item 23 — RECEIPTS (FDD pages 92–536)
What This Means (2025 FDD)
According to Bonchon's 2025 Franchise Disclosure Document, the phrase "claims, losses, liabilities and costs" is comprehensively defined within the context of the indemnification clause. This definition encompasses a wide array of potential financial burdens and legal ramifications that a franchisee might face. It is important for prospective franchisees to understand the breadth of this definition, as it outlines the types of expenses they could be responsible for under the indemnification agreement.
The definition includes all claims, causes of action, fines, penalties, liabilities, and losses. It extends to various types of damages, such as compensatory, exemplary, statutory, or punitive damages, as well as costs associated with investigations and lost profits. Furthermore, it covers court costs and expenses, reasonable attorneys' and experts' fees and disbursements, settlement amounts, and judgments. The definition also includes compensation for damage to Bonchon's reputation and goodwill, costs resulting from delays, and expenses related to travel, food, and lodging for court or tribunal appearances.
Additionally, the definition encompasses all expenses related to recalls, refunds, compensation, and public notices. It is important to note that all such losses and expenses incurred under this indemnification provision will be chargeable to and paid by the franchisee, regardless of any actions, activity, or defense undertaken by Bonchon, or the subsequent success or failure of such actions. However, the indemnity does not extend to liability associated with Bonchon's or other indemnitees' gross negligence, willful misconduct, or criminal acts, unless joint liability is involved, in which case the indemnification extends to any finding of comparative or contributory negligence attributable to the franchisee.