Who are the 'Indemnified Parties' that a Bumble Roofing franchisee must indemnify?
Bumble_Roofing Franchise · 2025 FDDAnswer from 2025 FDD Document
- 12.2 Franchisee shall, during the Initial Term and any Interim Period and after the termination or expiration of this Agreement for any reason, indemnify and defend Franchisor, its Affiliates and their respective officers, directors and employees (the "Indemnified Parties"), and hold the Indemnified Parties harmless against, and to reimburse the Indemnified Parties for, all claims, demands, losses, damages (including punitive damages), actions, costs, suits, judgments, penalties, expenses (including reasonable attorneys' fees and amounts paid in settlement or compromise) and liabilities of any kind, whether or not ultimately determined to be meritorious, (the "Damages"), arising out of or relating to Franchisee's operation of the Business or breach of this Agreement or any other agreement between Franchisee and the Indemnified Parties, including without limitation those Damages related to (a) Franchisee's Office or other premises; (b) Franchisee's taxes or other Business expenses; and (c) Franchisee's or its employees' acts or omissions; unless the Damages are solely due to Franchisor's or Franchisor's Affiliates' gross negligence or willful misconduct relating to products purchased by Franchisee from Franchisor or its Affiliates and used in providing Services.
Franchisee must provide Franchisor with prompt written notice of any event(s) that could be a basis for a claim for Damages or a basis for indemnification by the Indemnified Parties.
Source: Item 22 — CONTRACTS (FDD page 53)
What This Means (2025 FDD)
According to Bumble Roofing's 2025 Franchise Disclosure Document, a franchisee is obligated to indemnify specific parties, referred to as the 'Indemnified Parties.' These parties include Bumble Roofing itself, its Affiliates, and their respective officers, directors, and employees. This obligation extends both during the initial term and any interim period of the franchise agreement, as well as after the agreement's termination or expiration, regardless of the reason for termination or expiration.
The franchisee is required to defend and hold the Indemnified Parties harmless from all claims, demands, losses, damages (including punitive damages), actions, costs, suits, judgments, penalties, expenses (including reasonable attorneys' fees and amounts paid in settlement or compromise), and liabilities of any kind. These are collectively referred to as 'Damages.' This indemnification covers damages arising out of or relating to the franchisee's operation of the Bumble Roofing business or any breach of the franchise agreement or any other agreement between the franchisee and the Indemnified Parties.
The franchisee's indemnification responsibilities include, but are not limited to, damages related to the franchisee's office or other premises, taxes or other business expenses, and the acts or omissions of the franchisee or its employees. However, there is an exception: the franchisee is not responsible for damages solely due to Bumble Roofing's or its Affiliates' gross negligence or willful misconduct relating to products purchased by the franchisee from Bumble Roofing or its Affiliates and used in providing services. The franchisee must promptly notify Bumble Roofing of any event that could lead to a claim for damages or indemnification.