What does the Browns Chicken franchisee indemnify Brown against?
Browns_Chicken Franchise · 2025 FDDAnswer from 2025 FDD Document
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. Franchisee's obligations under this Section will survive the termination or expiration of this Agreement.
Source: Item 22 — Contracts (FDD page 43)
What This Means (2025 FDD)
According to the 2025 Browns Chicken Franchise Disclosure Document, the franchisee agrees to indemnify Brown's Chicken, its affiliates, and their respective personnel against various losses, costs, liabilities, damages, claims, and expenses. This includes allegations of negligence by Browns Chicken and its affiliates, to the fullest extent permitted by law, including reasonable attorney's fees. This indemnification extends to issues arising from or related to three key areas:
First, the unauthorized use of Browns Chicken's trademarks. This means a franchisee is responsible for any legal or financial repercussions if they misuse or infringe upon the brand's trademarks. Second, any violation of applicable laws. This covers a broad range of potential legal breaches related to the operation of the Browns Chicken store. Third, the construction, renovation, upgrading, alteration, remodeling, repair, operation, ownership, and use of the Browns Chicken store. This is a comprehensive clause that holds the franchisee responsible for issues arising from any aspect of the store's physical existence and operation.
The franchisee is required to promptly notify Browns Chicken of any related action, suit, claim, or investigation. Browns Chicken retains the right to control the defense and response to any such action through counsel of its choice, at the franchisee's expense. However, Browns Chicken's involvement does not diminish the franchisee's indemnification obligations. Browns Chicken is not required to seek recovery from third parties or mitigate its losses before making a claim against the franchisee, and failure to do so does not reduce the amounts recoverable from the franchisee. The franchisee's indemnification obligations survive the termination or expiration of the franchise agreement.