Under what circumstances is an Area Developer not required to indemnify Bonchon and other Indemnitees, notwithstanding the terms of Section 9.03 of the Area Development Agreement?
Bonchon Franchise · 2025 FDDAnswer from 2025 FDD Document
Notwithstanding the terms of Section 9.03 of the Area Development Agreement ("Indemnification"), Area Developer will not be required to indemnify Franchisor and the other Indemnitees for any liability caused by Area Developer's 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, an Area Developer is typically required to indemnify Bonchon and other Indemnitees as per Section 9.03 of the Area Development Agreement. However, there are specific circumstances under which this requirement is waived.
Specifically, the Area Developer will not be required to indemnify Bonchon if the liability arises from the Area Developer's proper reliance on or use of procedures or materials provided by Bonchon. This means that if Bonchon provides certain guidelines, operational methods, or resources, and the Area Developer follows these correctly, Bonchon will bear the responsibility for any resulting liabilities.
Additionally, the Area Developer is not required to indemnify Bonchon for liability caused by Bonchon's own negligence. This protects the Area Developer from being held responsible for Bonchon's mistakes or oversights. This addendum modifies the standard indemnification clause, offering some protection to the Area Developer under specific conditions related to Bonchon's actions or provisions.