Where in the Browns Chicken Franchise Agreement can I find information about the franchisee's indemnification obligations?
Browns_Chicken Franchise · 2025 FDDAnswer from 2025 FDD Document
25. INDEPENDENT CONTRACTORS/INDEMNIFICATION.
The parties acknowledge and agree that Brown and Franchisee are independent contractors, and that this Agreement does not create a fiduciary relationship between them. Franchisee shall conspicuously identify itself on the Premises of the Store and in all dealings with customers and suppliers as the owner of the Store under a Franchise granted from Brown and shall place such notices of independent ownership on such forms, business cards, stationery, advertising and other materials as Brown may require from time to time. Franchisee acknowledges that Brown's training, guidance, advice and assistance, Franchisee's obligations under this Agreement and the standards, specifications, policies and procedures required by Brown hereunder and in the Operating Manual are imposed not for the purpose of exercising control over Franchisee, but rather for the limited purpose of protecting the Marks and confidential information, goodwill and brand consistency. Brown has not authorized or empowered Franchisee to use the Marks except as provided by this Agreement, and Franchisee shall not employ any Mark in signing any contract, check, purchase agreement, negotiable instrument or other legal obligation without the prior written consent of Brown or employ any Mark in a manner that may result in liability of Brown for any indebtedness or obligation of Franchisee. Neither Brown nor Franchisee shall make any agreements, representations or warranties in the name of or in behalf of the other (except such agreements as Brown shall make on behalf of Franchisee in developing the Store, if any), and neither Brown nor Franchisee shall be obligated by any agreements, representations or warranties made by the other, nor shall Brown be obligated for any 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.
Source: Item 9 — FRANCHISEE'S OBLIGATIONS (FDD pages 23–24)
What This Means (2025 FDD)
According to Browns Chicken's 2025 Franchise Disclosure Document, Section 25 of the Franchise Agreement, titled "INDEPENDENT CONTRACTORS/INDEMNIFICATION", addresses the franchisee's indemnification obligations. This section clarifies that Browns Chicken and the franchisee are independent contractors, establishing that the franchise agreement does not create a fiduciary relationship between them.
This section also states that the franchisee must clearly identify themselves as the owner of the Browns Chicken store operating under a franchise agreement. This identification must be present on the premises, in dealings with customers and suppliers, and on various business materials. Browns Chicken emphasizes that its training, guidance, and standards are designed to protect its trademarks, confidential information, goodwill, and brand consistency, rather than to exert control over the franchisee.
Furthermore, the agreement specifies that the franchisee is not authorized to use Browns Chicken's trademarks in a way that could create liability for Browns Chicken regarding the franchisee's debts or obligations. Neither Browns Chicken nor the franchisee can make agreements or warranties on behalf of the other, with the exception of agreements made by Browns Chicken during the store's development. Browns Chicken is not liable for damages arising from the store's operation or the franchisee's business, regardless of whether such damages result from negligence or willful actions by the franchisee. Additionally, Browns Chicken is not responsible for any taxes levied on the franchisee, the store, or its assets.