Under what circumstances is a Bonchon franchisee required to defend the Stripe Parties against a Claim?
Bonchon Franchise · 2025 FDDAnswer from 2025 FDD Document
You promise that you will not avail yourself of any rights or remedies at law or in equity that may arise from an assertion that: (i) you are our agent, legal representative, subsidiary, joint venturer, partner, employee, or servant; or (ii) we are a joint employer for your employees. If such a claim is brought against us, we may use your covenant in this Section 14.01 as an absolute defense against such claim. Further, if any such claim is brought against us or our affiliates and subsidiaries, and their respective current and former officers, directors, shareholders, partners, employees, predecessors, successors, attorneys, agents, representatives, and assigns, you will indemnify, defend, and hold harmless any such party from and against any such claim.
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").
Source: Item 23 — RECEIPTS (FDD pages 92–536)
What This Means (2025 FDD)
According to Bonchon's 2025 Franchise Disclosure Document, a franchisee has specific indemnification responsibilities. Bonchon requires franchisees to defend, indemnify, and hold harmless Bonchon and its affiliates, subsidiaries, and their respective officers, directors, shareholders, partners, employees, predecessors, successors, attorneys, agents, representatives, and assigns from any claim brought against them. This includes claims asserting that the franchisee is Bonchon's agent, legal representative, subsidiary, joint venturer, partner, employee, or servant, or that Bonchon is a joint employer of the franchisee's employees.
This obligation extends to any judicial, administrative, or arbitration action or proceeding, suit, claim, demand, investigation, or formal or informal inquiry related to the franchisee's entry into the agreement, the establishment and operation of the Bonchon Restaurant, and any other business operating within or in relation to the Restaurant. It also encompasses personal injury, death, property damage, crimes committed on or near the premises, and acts or omissions by the franchisee, their contractors, or subcontractors. The franchisee is responsible for defects in the restaurant, regardless of whether they were discoverable by Bonchon.
The franchisee's indemnification responsibilities also cover claims arising from the franchisee's management, employees, agents, or representatives, including property damage, injury, or death caused by vehicles serving the franchised business. It includes claims that Bonchon is the employer or joint employer of the franchisee's employees, third-party claims related to the franchisee's breach of the agreement, unauthorized use of proprietary marks, violation of laws, and failure to comply with privacy laws. Additionally, it covers liabilities arising from the franchisee's offer and sale of products and services, and actions by customers or visitors to the Bonchon Restaurant.
This broad indemnification clause means that Bonchon franchisees bear significant financial responsibility for a wide range of potential liabilities associated with their business operations. Prospective franchisees should carefully consider the scope of this indemnification and ensure they have adequate insurance coverage and risk management strategies in place. It is also important to understand the specific laws and regulations applicable to their restaurant operations to minimize the risk of claims.