What section of the Brueggers Bagels Development Agreement covers indemnification?
Brueggers_Bagels Franchise · 2025 FDDAnswer from 2025 FDD Document
trademark or copyright or other proprietary right owned or controlled by third parties; (b) Developer's alleged violation or breach of any contract, federal, state or local law, regulation, ruling, standard or directive of any industry standard; (c) libel, slander or any other form of defamation by Developer; (d) Developer's alleged violation or breach of any warranty, representation, agreement or obligation in this Agreement; (e) any acts, errors or omissions of Developer or any of its agents, servants, employees, contractors, partners, proprietors, affiliates, or representatives; (f) any services or products provided by any affiliated or nonaffiliated participating entity; and (g) any damage to the property of Developer or franchisor, their agents or employees, or any third person, firm, corporation or other legal entity, whether or not such losses, claims, costs, expenses, damages, or liabilities were actually or allegedly caused wholly or in part through the active or passive negligence of franchisor or any of its agents or employees, or resulted from any strict liability imposed on franchisor or any of its agents or employees. Each Indemnitee shall be a third party beneficiary of this Section 14 and, as such, shall be able to enforce this indemnification against Developer.
- 14.2. Identification. You shall conspicuously identify yourself in all dealings with your clients, contractors, suppliers, public officials and others, as an independent Developer having only a contractual relationship with us, and shall place such notice of independent ownership on all forms, business cards, stationery, advertising, signs and other materials and in such fashion as we may, in our sole discretion, specify and require from time to time.
- 14.3. No False Representations. Except as otherwise expressly authorized by this Agreement, neither party hereto shall make any express or implied agreements, warranties, guarantees or representations or incur any debt in the name of or on behalf of the other party, or represent that the relationship between us is other than that of Franchisor and Developer. We do not assume any liability, and shall not be deemed liable, for any agreements, representations, or warranties made by you which are not expressly authorized under this Agreement, nor shall we be obligated for any damages to any person or property which directly or indirectly arise from or relate to any Bakery developed hereunder.
Source: Item 9 — FRANCHISEE'S OBLIGATIONS (FDD pages 29–31)
What This Means (2025 FDD)
According to the 2025 Brueggers Bagels FDD, Section 14 of the Development Agreement outlines the indemnification responsibilities of the developer. Specifically, Section 14.1 details that the developer must indemnify the franchisor against losses, claims, costs, expenses, damages, or liabilities arising from various circumstances. These circumstances include claims related to intellectual property infringement, breaches of contract or law, defamation, and damages to property, regardless of whether the franchisor's negligence contributed to the issue.
This section also clarifies that each indemnitee, or party being indemnified, is considered a third-party beneficiary of Section 14. This means they have the right to enforce the indemnification agreement directly against the developer. This is a significant point for potential Brueggers Bagels developers, as it means they are assuming substantial financial responsibility for a wide range of potential issues that may arise during the development and operation of their Brueggers Bagels locations.
Furthermore, Section 14.2 requires the developer to clearly identify themselves as an independent entity in all dealings with clients, contractors, suppliers, and public officials. This includes placing notices of independent ownership on all business materials, such as forms, business cards, and advertising. Section 14.3 states that the developer cannot make any unauthorized agreements or representations on behalf of Brueggers Bagels, and Brueggers Bagels will not be liable for any damages arising from agreements or warranties made by the developer that are not expressly authorized.