Does the Bonchon indemnification clause cover claims that Bonchon is the joint employer of the franchisee's employees?
Bonchon Franchise · 2025 FDDAnswer from 2025 FDD Document
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We alone will be, and at all times will remain, the sole owner of the copyrights to all material which appears on any Bonchon website we establish and maintain, including any and all material you may furnish to us as provided above.
8.11 Indemnification
You agree that you will, at your sole cost, at all times defend us, any affiliate of ours, the affiliates, subsidiaries, successors, assigns and designees of each; and, the officers, directors, managers, employees, agents, attorneys, shareholders, owners, members, designees and representatives of all of the foregoing (we and all others referenced above being the "Indemnitees"), and indemnify, reimburse and hold harmless us and the Indemnitees to the fullest extent permitted by law, from all claims, losses, liabilities and costs incurred in connection with any judicial, administrative or arbitration action or proceeding (including bankruptcy, insolvency, debtor/creditor or similar proceedings), suit, claim, demand, investigation, or formal or informal inquiry (regardless of whether any of the foregoing is reduced to judgment) or any settlement of the foregoing, which actually or allegedly, directly or indirectly, arises out of, is based upon, is a result of or is related in any way to any element of your entry into this Agreement; your establishment, construction, opening and operation of your Bonchon Restaurant and franchised Business, including any other business operating within or in relation to the Restaurant (which other business, if any, shall be subsumed within this paragraph's references to the Restaurant) and further including (without limitation) any personal, bodily or mental injury, death, property damage or loss, suffered by any customer, visitor, manager, operator, supplier, employee or guest of the franchised Restaurant or Business; crimes committed on or near any of the premises or facilities of your franchised Business or vehicles used by your franchised Business; all acts, errors, neglects or omissions engaged in by you, your contractors or subcontractors, as well as any third party, arising out of or related to the design, construction, conversion, build-out, outfitting, remodeling, renovation or upgrading of your Bonchon Restaurant, whether or not any of the foregoing was approved by us; defects in any Bonchon Restaurant you construct and/or operate, whether or not discoverable by you or by us; all acts, errors, neglects or omissions of you or the franchised Business and/or the owners, officers, directors,
management, employees, agents, servants, contractors, partners, proprietors, affiliates or representatives of you and/or the franchised Business and/or Restaurant (or any third party acting on your behalf or at your direction), whether in connection with the franchised Business, the Restaurant or otherwise, including (without limitation) any property damage, injury or death suffered or caused by any vehicle serving your franchised Business; any claim, however and wherever asserted, that we or our affiliates are the employer, joint employer or co-employer of you and/or your employees (including, without limitation, any claims against us for your violation of any federal, local or state labor and/or wage and hour laws, rules or regulations); third party claims against us arising from or related to your breach of the terms, restrictions and requirements of this Agreement (including, without limitation, your unauthorized use of the Proprietary Marks, violation of any applicable laws, codes, rules or regulations or failure to comply with Privacy Laws); your violation of Privacy Laws; all activities, conduct and representations which you may engage in connected to any actual or attempted assignment (as defined in Section 14.02) of any interest whatsoever in you or the franchised Restaurant or Business (or any entity which controls (as defined in Section 14.02) you or the franchised Restaurant or Business);all liabilities arising from or related to your offer and/or sale of products and/or services as contemplated by this Agreement; and, any action by any customer of yours or visitor to your Bonchon Restaurant or any other facility of your franchised Business (collectively, an "Indemnification Claim").
As used above, the phrase "claims, losses, liabilities and costs" includes all claims;
Source: Item 23 — RECEIPTS (FDD pages 92–536)
What This Means (2025 FDD)
According to Bonchon's 2025 Franchise Disclosure Document, the indemnification clause does cover claims that Bonchon is the joint employer of the franchisee's employees. Bonchon requires franchisees to defend, indemnify, and hold harmless Bonchon and its affiliates from any claim that they are the employer, joint employer, or co-employer of the franchisee or the franchisee's employees. This includes any claims against Bonchon for the franchisee's violation of any federal, local, or state labor and/or wage and hour laws, rules, or regulations.
Bonchon states that the franchisee is the sole and exclusive employer of its employees. The franchisee is responsible for hiring, scheduling, compensating, and disciplining or terminating employees. Bonchon's minimum staffing requirements are solely for ensuring the restaurant operates in conformity with the Bonchon system and brand standards.
Bonchon emphasizes that the franchisee is an independent contractor and that nothing in the agreement creates an employment relationship. The franchisee must communicate to employees that they, not Bonchon, are the employer and ensure that employment-related documents do not reference Bonchon's name or marks. Each party is responsible for its own tax, regulatory, and payroll reports, indemnifying the other from any related liability.
This indemnification extends to Bonchon's affiliates, subsidiaries, and their respective officers, directors, shareholders, partners, employees, attorneys, agents, and representatives. The franchisee's obligation to indemnify Bonchon survives the termination or expiration of the franchise agreement.