Under the Bonchon franchise agreement, what parties are included in the definition of "Indemnitees"?
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 term "Indemnitees" includes Bonchon itself, its affiliates, subsidiaries, successors, assigns, and designees. It also encompasses the officers, directors, managers, employees, agents, attorneys, shareholders, owners, members, designees, and representatives of all the aforementioned parties.
This definition is important because it outlines who is protected under the indemnification clause of the franchise agreement. As a franchisee, you agree to defend, indemnify, and hold harmless these Indemnitees from claims, losses, liabilities, and costs arising from various aspects of your franchise operation. This includes issues related to your entry into the agreement, the establishment and operation of your Bonchon restaurant, and any other business operating within or related to the restaurant.
The scope of indemnification extends to a wide range of potential liabilities, such as personal injury, property damage, crimes on the premises, and errors or omissions by you or your contractors. It also covers claims related to the design, construction, or defects of your Bonchon restaurant, as well as any claims arising from your violation of laws or unauthorized use of proprietary marks. This means that if a customer is injured at your restaurant and sues Bonchon, you could be responsible for covering Bonchon's legal costs and any damages awarded.
This is a standard clause in most franchise agreements, but the breadth of the definition of "Indemnitees" and the scope of the indemnification can vary. Prospective franchisees should carefully review this section of the Franchise Agreement with a legal professional to fully understand their obligations and potential liabilities. Understanding the full extent of this obligation is crucial before signing the agreement.