Under what circumstances does the indemnification clause NOT apply to a Boulder Designs franchisee?
Boulder_Designs Franchise · 2025 FDDAnswer from 2025 FDD Document
- i. Indemnification. Franchisee and Principals, jointly and severally, shall indemnify Franchisor and its officers, directors, shareholders, agents, and employees, in their individual or corporate capacities, from and against any and all claims, damages, or demands of any nature, whatsoever, arising out of or relating to this Agreement or the operation of the BOULDER DESIGN franchised businesses under the terms of the Franchise Agreements, this Agreement, or any other agreement between the Franchisor and the Franchisee and/or Guarantors.
The Franchisee further expressly acknowledges and agrees that all work completed by the Franchisee pursuant to this National Headstone Program shall be Franchisee's sole responsibility and shall indemnify the Franchisor in the event Franchisor incurs any cost or expense including but not limited to any claims as a result of the project completed by the Franchisee, or delivery and installation thereof. In the event a repair or warranty work needs to be done for the project completed by the Franchisee, Franchisor has the right to facilitate any warranty repairs and pass the costs onto Franchisee.
Source: Item 22 — CONTRACTS (FDD page 50)
What This Means (2025 FDD)
According to Boulder Designs' 2025 Franchise Disclosure Document, the franchisee and their principals must indemnify Boulder Designs and its officers, directors, shareholders, agents, and employees. This indemnification covers any claims, damages, or demands arising from the franchise agreement or the operation of the Boulder Designs franchised business. This obligation applies under the terms of the franchise agreements, the specific agreement, or any other agreement between Boulder Designs and the franchisee and/or guarantors.
The franchisee is also responsible for all work completed under the National Headstone Program and must indemnify Boulder Designs against any costs or expenses, including claims, resulting from the franchisee's projects, delivery, or installation. If repair or warranty work is needed for a project the franchisee completed, Boulder Designs can facilitate the repairs and pass the costs on to the franchisee.
The provided FDD excerpts do not specify circumstances under which the indemnification clause would NOT apply. To fully understand the scope and limitations of the indemnification clause, a prospective Boulder Designs franchisee should ask the franchisor for specific examples of situations where the clause would and would not apply. This will help clarify the franchisee's potential liabilities and responsibilities.