Under what circumstances is a Buona franchisee required to defend, indemnify, and hold harmless the franchisor and its affiliates?
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 is obligated to defend, indemnify, and hold harmless Buona and its affiliates under specific circumstances related to the operation of the franchised business. This obligation extends to the franchisor's officers, directors, members, managers, employees, agents, predecessors, successors, and assigns. The franchisee's duty arises from claims, demands, losses, damages, liabilities, costs, and expenses, including legal fees and litigation costs, that result from or are alleged to have resulted from the franchisee's operation, possession, or ownership of the franchised business.
This indemnification requirement also applies to the franchised business premises and the franchisee's use of Buona's marks and system in any manner not in accordance with the Franchise Agreement. It encompasses claims or actions 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 includes actions of the franchisee, its shareholders, officers, directors, members, managers, partners, employees, agents, and subcontractors.
The franchisee's indemnification responsibility exists 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 own actions contribute to the issue, the franchisee may still be required to cover the associated costs. This is a broad indemnification clause that places significant responsibility on the franchisee to protect Buona from liabilities arising from the franchisee's business operations.