As a Buona franchisee, am I required to indemnify Buona for claims arising from my business operations?
Buona Franchise · 2025 FDDAnswer from 2025 FDD Document
(a) Franchisee agrees to defend, indemnify and hold harmless Franchisor and its Affiliates, and their respective officers, directors, members, managers, employees, agents, predecessors, successors and assigns from all claims, demands, losses, damages, liabilities, cost and expenses (including attorneys' fees and expenses of litigation) resulting from, or alleged to have resulted from, or in connection with Franchisee's operation, possession or ownership of the Franchised Business, the Franchised Business premises, or Franchisee's use of the Marks and the System in any manner not in accordance with this Agreement, including but not limited to any claim or action based on or arising out of any injuries, including death, to persons or damage to or destruction of property, sustained or alleged to have been sustained in connection with or to have arisen out of or incidental to the Franchised Business and/or the performance of this Agreement by Franchisee, its shareholders, officers, directors, members, managers, partners, employees, agents, employees, and its subcontractors, their agents and employees or anyone for whose acts they may be liable, regardless of whether or not such claim, demand, damage, loss, liability, cost or expense is caused in whole or in part by the negligence of Franchisor, Franchisor's representatives, or the employees, agents, invitees, or licensees thereof.
Source: Item 22 — CONTRACTS (FDD page 78)
What This Means (2025 FDD)
According to Buona's 2025 Franchise Disclosure Document, as a franchisee, you are required to indemnify Buona and its affiliates. This means you agree to defend, protect, and hold Buona harmless from any claims, demands, losses, damages, liabilities, costs, and expenses, including attorney's fees and litigation expenses.
This indemnification extends to issues resulting from or connected to your operation, possession, or ownership of the franchised business, including the premises, and your use of Buona's marks and system. It applies to any claim or action related to injuries, including death, or damage to property sustained in connection with the franchised business.
The indemnification obligation applies regardless of whether the claim, demand, damage, loss, liability, cost, or expense is caused in whole or in part by the negligence of Buona, its representatives, or their employees, agents, invitees, or licensees. This means even if Buona's negligence contributes to the issue, you may still be responsible for covering the associated costs.
This is a significant responsibility for Buona franchisees. It is common in franchising for the franchisee to indemnify the franchisor, but the scope of the indemnification can vary. Franchisees should carefully review this section of the Franchise Agreement with a legal professional to fully understand the potential financial implications and ensure they have adequate insurance coverage to mitigate these risks.