Does the Carbones Pizzeria franchisee's indemnification obligation extend to the sale of the Restaurant?
Carbones_Pizzeria Franchise · 2025 FDDAnswer from 2025 FDD Document
12. Indemnification.
Franchisee shall indemnify Franchisor against, and reimburse Franchisor for, all obligations and damages for which Franchisor is liable and for all costs reasonably incurred by Franchisor in the defense of any such claim brought against it, or in any such action in which it is named as a party, arising out of any act or omission of Franchisee, its personnel or contractors, or as a result of any activities occurring at, by, or through Franchisee's business, including the Restaurant, its operation, design, or construction, or otherwise, the sale of the Restaurant, the provision of any products or services, the hiring of any employees, and any advertising conducted by Franchisee. Such indemnification shall include reasonable attorneys' fees, costs of investigation or proof of facts, court costs, other litigation expenses, and travel and living expenses.
Source: Item 23 — RECEIPTS (FDD pages 30–116)
What This Means (2025 FDD)
According to the 2025 Carbones Pizzeria Franchise Disclosure Document, the franchisee's indemnification obligations do extend to the sale of the Restaurant. Specifically, the franchisee must indemnify Carbones Pizzeria against obligations, damages, and costs that Carbones Pizzeria incurs in defending claims or actions.
This indemnification requirement applies to situations arising from the franchisee's actions or omissions, activities occurring at or through the franchisee's business (including the Restaurant), its operation, design, or construction, the sale of the Restaurant, the provision of products or services, the hiring of employees, and any advertising conducted by the franchisee.
The indemnification covers reasonable attorneys' fees, costs of investigation, proof of facts, court costs, other litigation expenses, and travel and living expenses. This means a Carbones Pizzeria franchisee could be responsible for covering Carbones Pizzeria's legal costs and damages if a claim arises from the franchisee's operation or sale of the restaurant.