Under what circumstances is a Bonchon customer required to indemnify, defend, and hold WIN harmless?
Bonchon Franchise · 2025 FDDAnswer from 2025 FDD Document
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,
Source: Item 23 — RECEIPTS (FDD pages 92–536)
What This Means (2025 FDD)
According to Bonchon's 2025 Franchise Disclosure Document, the franchisee is required to indemnify, defend, and hold harmless Bonchon and its Indemnitees from claims, losses, liabilities, and costs related to certain events. However, the FDD does not state that a Bonchon customer is required to indemnify, defend, and hold WIN harmless. Instead, the franchisee is responsible for these actions under specific circumstances.
The franchisee's obligation includes covering issues arising from their entry into the agreement, the establishment and operation of their Bonchon Restaurant, and any related business activities. This extends to instances of personal injury, death, property damage suffered by customers, visitors, managers, operators, suppliers, employees, or guests of the franchised restaurant. It also encompasses crimes occurring on or near the premises, errors or omissions by the franchisee or their contractors during the restaurant's construction or operation, and defects in the restaurant, regardless of whether they were discoverable.
This broad indemnification clause means that a Bonchon franchisee bears significant financial responsibility for a wide range of potential incidents and liabilities associated with their restaurant. Franchisees should carefully review this section with legal counsel to fully understand the scope of their obligations and ensure they have adequate insurance coverage to mitigate these risks. The franchisee is responsible for defending Bonchon against claims, even if the claims are ultimately unsuccessful. This can involve substantial legal costs, regardless of the outcome of the claim.