Under what conditions will Byrider indemnify and hold harmless the franchisee?
Byrider Franchise · 2025 FDDAnswer from 2025 FDD Document
- B. The Company shall indemnify and hold the Franchisee harmless from and against any and all claims, and the cost of defending such claims, caused by the gross negligence or willful misconduct of the Company or arising from any mandatory specification, standard or procedure contained in the Manual that is determined to be unlawful, provided that the Franchisee shall have given the Company timely notice of such claim or proceeding and is not in default under this Agreement and, provided further, that the Company shall have the right to participate in and, to the extent the Company deems necessary, to control any such litigation or proceeding.
Source: Item 23 — Receipts (FDD pages 88–335)
What This Means (2025 FDD)
According to Byrider's 2025 Franchise Disclosure Document, Byrider will indemnify and hold the franchisee harmless from claims and associated defense costs under specific conditions. This protection applies to claims resulting from Byrider's gross negligence or willful misconduct. It also extends to claims arising from any mandatory specification, standard, or procedure outlined in the Byrider manual that is later determined to be unlawful.
However, this indemnification is contingent upon the franchisee providing Byrider with timely notice of any such claim or proceeding. Additionally, the franchisee must not be in default under the Franchise Agreement to be eligible for indemnification.
Furthermore, Byrider retains the right to participate in and control any litigation or proceeding related to such claims, to the extent it deems necessary. This control allows Byrider to manage the defense strategy and potentially minimize its liability. This clause ensures that Byrider has a say in how the claim is handled, protecting its interests while providing the franchisee with a degree of security against certain liabilities.