What expenses are included in the Browns Chicken franchisee's indemnification obligations to Brown?
Browns_Chicken Franchise · 2025 FDDAnswer from 2025 FDD Document
y damages to any person or property directly or indirectly arising out
of the operation of the Store or Franchisee's business conducted hereunder, whether caused by Franchisee's negligence or willful action or failure to act. Brown shall have no liability for any sales, use, excise, income, property or other taxes levied upon Franchisee, the Store or its assets, or in connection with the sales made or business conducted by the Store.
Franchisee will, and hereby does, indemnify and defend Brown and its Affiliates and their respective officers, directors, owners, agents, representatives, employees, successors and assigns, from and against all losses, costs, liabilities, damages, claims, and expenses of every kind, including allegations of negligence by Brown and its Affiliates and their officers, employees, and agents, to the fullest extent permitted by Applicable Law, and including reasonable attorneys' fees, arising out of, resulting from or related to: (i) the unauthorized use of the Trademarks; (ii) the violation of Applicable Law; and (iii) the construction, renovation, upgrading, alteration, remodeling, repair, operation, ownership and use of the BROWN Store. Franchisee must promptly give notice to Brown of any action, suit, proceeding, claim, demand, inquiry, or investigation related to the foregoing. Brown will have the right, through counsel of its choice, at Franchisee's expense, to control the defense and response to any such action, and such undertaking by Brown will not, in any manner, diminish Franchisee's obligations to Brown. Under no circumstances will Brown or a person indemnified be required to seek recovery from third parties or mitigate its losses in order to maintain a claim for indemnification against Franchisee under this Agreement, and the failure to pursue such recovery or mitigate a loss will in no way reduce the amounts recoverable from Franchisee by a person indemnified.
Source: Item 22 — Contracts (FDD page 43)
What This Means (2025 FDD)
According to the 2025 Browns Chicken Franchise Disclosure Document, the franchisee is obligated to indemnify and defend Browns Chicken and its affiliates from all losses, costs, liabilities, damages, claims, and expenses of every kind. This includes allegations of negligence by Browns Chicken and its affiliates, officers, employees, and agents, to the fullest extent permitted by applicable law, and includes reasonable attorneys' fees.
The franchisee's indemnification obligations extend to issues arising from or related to (i) the unauthorized use of the trademarks, (ii) the violation of applicable law, and (iii) the construction, renovation, upgrading, alteration, remodeling, repair, operation, ownership, and use of the Browns Chicken store. Browns Chicken retains the right, through counsel of its choice and at the franchisee's expense, to control the defense and response to any such action, without diminishing the franchisee's indemnification obligations.
Browns Chicken is not required to seek recovery from third parties or mitigate its losses to maintain a claim for indemnification against the franchisee. The franchisee's indemnification obligations survive the termination or expiration of the Franchise Agreement. Additionally, the franchisee is obligated to reimburse Browns Chicken for costs and expenses, including attorneys' fees, incurred by Browns Chicken in enforcing the provisions of the Franchise Agreement due to the franchisee's failure to perform.