What are the indemnification obligations of a Buona franchisee regarding claims arising from their business operations, and who is indemnified?
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, the franchisee has specific indemnification obligations. The franchisee must defend, indemnify, and hold harmless Buona, its affiliates, and their respective officers, directors, members, managers, employees, agents, predecessors, successors, and assigns. This means the franchisee is responsible for protecting these parties from any claims, demands, losses, damages, liabilities, costs, and expenses, including attorney's fees and litigation expenses.
The franchisee's indemnification obligations extend to issues resulting from or connected with the franchisee's operation, possession, or ownership of the franchised business, the business premises, or the franchisee's use of Buona's marks and system. This applies to any manner of use that is not in accordance with the franchise agreement. The indemnification includes, but is not limited to, claims based on injuries, including death, to persons or damage to property sustained in connection with the franchised business or the franchisee's performance of the agreement.
This 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 that even if Buona's negligence contributes to the issue, the franchisee is still responsible for indemnifying them. This is a significant responsibility for the franchisee, as it could potentially involve substantial financial burdens depending on the nature and extent of the claims.