Does the Bonchon indemnification clause extend to liabilities arising from the franchisee's offer and sale of products and services?
Bonchon Franchise · 2025 FDDAnswer from 2025 FDD Document
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").
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 extend to liabilities arising from the franchisee's offer and sale of products and services. Specifically, Bonchon's franchise agreement requires franchisees to indemnify Bonchon against all liabilities arising from or related to the franchisee's offer and/or sale of products and/or services as contemplated by the agreement. This means that if a customer or other third party brings a claim against Bonchon related to the products or services a franchisee provides, the franchisee will be responsible for covering Bonchon's losses, including legal fees and any judgments or settlements.
This indemnification extends to claims arising from property damage, injury, or death caused by vehicles serving the franchised business, claims related to employment matters, breaches of the franchise agreement, violations of privacy laws, and actions by customers or visitors to the Bonchon Restaurant. The franchisee is responsible for all activities, conduct, and representations connected to any actual or attempted assignment of interest in the franchise. This broad indemnification clause places a significant responsibility on the franchisee to ensure their business operations are compliant with all applicable laws and regulations and that they adhere to the terms of the franchise agreement.
For a prospective Bonchon franchisee, this means they must be diligent in managing their business to minimize the risk of potential claims. This includes maintaining adequate insurance coverage, properly training employees, and ensuring compliance with all health, safety, and labor laws. The franchisee should also be aware that this indemnification obligation survives the termination or expiration of the franchise agreement, meaning they could still be liable for claims that arise even after they are no longer operating the Bonchon franchise. It is advisable for potential franchisees to consult with a legal professional to fully understand the scope and implications of the indemnification clause before signing the franchise agreement.