In Indiana, under what circumstances is a Bonchon franchisee or area developer NOT required to indemnify the franchisor, despite the terms of the indemnification clauses in the Franchise Agreement and Area Development Agreement?
Bonchon Franchise · 2025 FDDAnswer from 2025 FDD Document
Notwithstanding the terms of Section 8.11 of the Franchise Agreement ("Indemnification") or Section 9.03 of the Area Development Agreement ("Indemnification"), neither Franchisee nor Area Developer will be required to indemnify Franchisor and the other Indemnitees for any liability caused by Franchisee's or Area Developer's (as applicable) proper reliance on or use of procedures or materials provided by Franchisor or caused by Franchisor's negligence.
Source: Item 23 — RECEIPTS (FDD pages 92–536)
What This Means (2025 FDD)
According to Bonchon's 2025 Franchise Disclosure Document, there are specific circumstances in Indiana where a franchisee or area developer is not required to indemnify Bonchon, despite what the standard Franchise Agreement or Area Development Agreement might state.
Specifically, a Bonchon franchisee or area developer in Indiana will not be required to indemnify Bonchon or other indemnitees for any liability if the liability is a result of the franchisee's or area developer's proper reliance on or use of procedures or materials provided by Bonchon. This also applies if the liability is caused by Bonchon's own negligence.
This provision is outlined in Item 23 of the FDD, which includes an Indiana addendum that modifies certain sections of the standard agreements to comply with Indiana law. This modification provides a more balanced approach to liability, ensuring that franchisees and area developers are not held responsible for issues arising from Bonchon's provided materials, procedures, or negligence.