Who are the 'Franchisor Indemnitees' as defined in the Bumper Man franchise agreement?
Bumper_Man Franchise · 2025 FDDAnswer from 2025 FDD Document
FRANCHISEE, ON ITS BEHALF AND ON BEHALF OF ITS AFFILIATES AND PRINCIPALS, WILL INDEMNIFY, DEFEND AND HOLD HARMLESS THE FRANCHISOR INDEMNITEES AGAINST AND REIMBURSE ANY ONE OR MORE OF THE FRANCHISOR INDEMNITEES FOR ANY AND ALL LOSSES AND EXPENSES ARISING OUT OR FROM OR RELATED TO, ANY CLAIMS, DIRECTLY OR INDIRECTLY, ARISING OUT OR FROM OR RELATED TO: (A) THE OPERATION OR CLOSING OF THE BUMPER BUSINESS; (B) ANY BREACH OF THIS AGREEMENT BY FRANCHISEE, ITS AFFILIATES OR ANY PRINCIPAL, OR FRANCHISEE'S, ITS AFFILIATES' OR ANY PRINCIPAL'S BREACH OF ANY OTHER AGREEMENT BETWEEN FRANCHISOR OR ITS AFFILIATES AND FRANCHISEE, ITS AFFILIATES, (C) THE MARKETING, PROMOTION OR ADVERTISEMENT OF THE BUMPER BUSINESS OR DESIGNATED SERVICES OFFERED BY THE BUMPER BUSINESS, INCLUDING UNFAIR OR FRAUDULENT ADVERTISING CLAIMS (WHETHER IN PRINT ADVERTISING OR ELECTRONIC MEDIA), OR (D) FRANCHISEE'S PERFORMANCE OF BUMPER REPAIR SERVICES FOR ANY INDIVIDUAL CONSUMER.
FRANCHISOR HAS THE RIGHT, AT ITS OPTION, TO DEFEND ANY SUCH CLAIM AGAINST IT AT FRANCHISEE'S SOLE COST AND EXPENSE. IF FRANCHISEE DEFENDS ANY CLAIM, IT MAY NOT ENTER INTO ANY SETTLEMENT AGREEMENT OR OTHERWISE RESOLVE OR CONCLUDE THE MATTER WITHOUT FRANCHISOR'S PRIOR WRITTEN CONSENT. THIS INDEMNITY WILL CONTINUE IN FULL FORCE AND EFFECT SUBSEQUENT TO, AND NOTWITHSTANDING, THE EXPIRATION OR TERMINATION OF THIS AGREEMENT. UNDER NO CIRCUMSTANCES WILL FRANCHISOR OR ANY OTHER FRANCHISOR INDEMNITEES BE REQUIRED TO SEEK RECOVERY FROM ANY INSURER OR OTHER THIRD PARTY, OR OTHERWISE TO MITIGATE ITS OR FRANCHISEE'S LOSSES AND EXPENSES, IN ORDER TO MAINTAIN AND RECOVER FULLY A CLAIM AGAINST FRANCHISEE. ANY FAILURE TO PURSUE SUCH RECOVERY OR MITIGATE A LOSS WILL IN NO WAY REDUCE OR ALTER THE AMOUNTS RECOVERABLE BY FRANCHISOR OR ANOTHER FRANCHISOR INDEMNITEE FROM FRANCHISEE.
Source: Item 23 — RECEIPTS (FDD pages 45–180)
What This Means (2025 FDD)
According to the 2025 Bumper Man Franchise Disclosure Document, the franchise agreement stipulates that the franchisee will indemnify, defend, and hold harmless the 'Franchisor Indemnitees'. While the document specifies that the franchisee is responsible for covering losses and expenses related to claims arising from the Bumper Business's operation, breaches of the agreement, marketing activities, or the performance of bumper repair services, it does not explicitly define who the 'Franchisor Indemnitees' are.
This means that the FDD excerpt does not provide a clear list of individuals or entities included in the 'Franchisor Indemnitees' group. The agreement also states that Bumper Man has the right to defend any claim at the franchisee's expense and that the franchisee cannot settle any claim without Bumper Man's written consent. This indemnification remains in effect even after the franchise agreement expires or terminates.
For a prospective Bumper Man franchisee, this lack of clarity is a significant issue. It is crucial to understand exactly who is included in the 'Franchisor Indemnitees' to fully grasp the scope of potential liabilities. Without a clear definition, the franchisee could be responsible for indemnifying a broad range of individuals or entities affiliated with Bumper Man, leading to unforeseen financial burdens.
Therefore, it is essential that a prospective franchisee ask Bumper Man for a precise definition of 'Franchisor Indemnitees' before signing the franchise agreement. Understanding the scope of this term is vital for assessing the potential risks and liabilities associated with operating a Bumper Man franchise.