Under what circumstances does Brown agree to indemnify a Browns Chicken franchisee?
Browns_Chicken Franchise · 2025 FDDAnswer from 2025 FDD Document
Brown agrees to indemnify Franchisee against and to reimburse Franchisee for any obligations or liability for damages attributable to agreements, representations or warranties of Brown (except such agreements as Brown shall make on behalf of Franchisee in developing the Store, if any), or caused by the negligence or willful action of Brown, and for costs (as hereinabove defined) reasonably incurred by Franchisee in the defense of any such claim brought against it or in any action in which Franchisee is named as a party, provided that Brown shall have the right to participate in and, to the extent Brown deems necessary, to control, any litigation or proceeding which might result in liability of or expense to Franchisee subject to such indemnification. Brown's indemnification shall not apply in the event Franchisee contributed to the harm.
Source: Item 22 — Contracts (FDD page 43)
What This Means (2025 FDD)
According to Browns Chicken's 2025 Franchise Disclosure Document, Browns Chicken agrees to indemnify a franchisee under specific conditions. Browns Chicken will indemnify the franchisee against obligations or liabilities for damages attributable to Browns Chicken's agreements, representations, or warranties. This excludes agreements Browns Chicken makes on behalf of the franchisee while developing the store. Indemnification also applies to damages caused by the negligence or willful actions of Browns Chicken.
Browns Chicken will also cover costs reasonably incurred by the franchisee in defending against claims or actions where the franchisee is named as a party, subject to Browns Chicken's right to participate in and control any litigation or proceeding that could result in liability or expense to the franchisee.
However, Browns Chicken's indemnification does not apply if the franchisee contributed to the harm. This means that if the franchisee's actions or omissions played a role in causing the damages or liabilities, Browns Chicken is not obligated to provide indemnification. This is a fairly standard clause in franchise agreements, as franchisors typically do not cover liabilities that arise due to the franchisee's own actions.