Under what circumstances is a Bumble Roofing franchisee NOT required to indemnify the Indemnified Parties?
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.
Source: Item 22 — CONTRACTS (FDD page 53)
What This Means (2025 FDD)
According to Bumble Roofing's 2025 Franchise Disclosure Document, a franchisee is generally required to indemnify and defend the Franchisor, its Affiliates, and their respective officers, directors, and employees (collectively, the "Indemnified Parties") against all claims, demands, losses, damages, actions, costs, suits, judgments, penalties, expenses, and liabilities arising out of the franchisee's operation of the Bumble Roofing business or breach of the Franchise Agreement. This obligation extends throughout the Initial Term, any Interim Period, and even after termination or expiration of the agreement.
However, the Bumble Roofing franchisee is not required to indemnify the Indemnified Parties if the damages are solely due to the gross negligence or willful misconduct of Bumble Roofing or its Affiliates. This exception applies specifically to damages relating to products purchased by the franchisee from Bumble Roofing or its Affiliates and used in providing services.
This indemnification clause is a standard provision in franchise agreements, designed to protect the franchisor from liabilities arising from the franchisee's operations. The exception for gross negligence or willful misconduct on the part of Bumble Roofing provides a limited safeguard for the franchisee. It is important for prospective franchisees to understand the scope of this indemnification obligation and the limited exception, as it could have significant financial implications.