What parties are included in the definition of "Indemnified Parties" that Card My Yard franchisees must indemnify?
Card_My_Yard Franchise · 2025 FDDAnswer from 2025 FDD Document
You agree to indemnify, defend and hold harmless us, our Affiliates, and our and their respective shareholders, directors, officers, employees, agents, successors and assignees (the "Indemnified Parties") against, and to reimburse any one or more of the Indemnified Parties for, any and all claims, and liabilities directly or indirectly arising out of the operation of the Card My Yard business or your breach of this Agreement, without limitation and without regard to the cause or causes thereof or the negligence (whether such negligence be sole, joint or concurrent, or active or passive) or strict liability of us or any other party or parties in connection therewith. Notwithstanding the foregoing, this indemnity shall not apply to any liability arising from our gross negligence or willful misconduct, except to the extent that joint liability is involved, in which event the indemnification provided herein shall extend to any finding of comparative or contributory negligence attributable to you, your Owners, officers, directors, employees, independent contractors or Affiliates. For purposes of this indemnification, "claims" includes all obligations, damages (actual, consequential, exemplary or other) and costs reasonably incurred in the defense of any claim against any of the Indemnified Parties, including, without limitation, accountants', mediators', arbitrators', attorneys' and expert witness fees, costs of investigation and proof of facts, court costs, other expenses of litigation, arbitration or alternative dispute resolution and travel and living expenses. We have the right to defend any such claim against us. This indemnity will continue in full force and effect subsequent to and notwithstanding the expiration or termination of this Agreement. Under no circumstances will we or any other Indemnified Party be required to seek recovery from any insurer or other third party, or otherwise to mitigate our, their or your losses and expenses, in order to maintain and recover fully a claim against you. You agree that a failure to pursue such recovery or mitigate a loss will in no way reduce or alter the amounts we or another Indemnified Party may recover from you. The terms of this Article XVI. shall survive the termination, expiration or transfer of this Agreement or any interest herein.
Source: Item 23 — RECEIPTS (FDD pages 84–259)
What This Means (2025 FDD)
According to Card My Yard's 2025 Franchise Disclosure Document, franchisees are required to indemnify certain parties, collectively known as the "Indemnified Parties." These parties include Card My Yard itself, its Affiliates, and their respective shareholders, directors, officers, employees, agents, successors, and assignees. This means that franchisees are responsible for protecting these individuals and entities from claims and liabilities arising from the operation of the Card My Yard business or any breach of the Franchise Agreement.
The indemnification extends to all claims and liabilities that arise directly or indirectly from the franchisee's business operations or any violation of the agreement. This holds true regardless of the cause or causes of the claims, including negligence or strict liability on the part of Card My Yard or other parties. However, the franchisee is not responsible for liabilities resulting from Card My Yard's gross negligence or willful misconduct, except in cases of joint liability where the franchisee's comparative or contributory negligence is involved.
The definition of "claims" is broad, encompassing all obligations, damages (actual, consequential, exemplary, or other), and costs reasonably incurred in defending against any claim. This includes accountants', mediators', arbitrators', attorneys', and expert witness fees, costs of investigation, court costs, and travel expenses. Card My Yard retains the right to defend any claim made against it. This indemnification remains in effect even after the termination or expiration of the Franchise Agreement. Card My Yard or any other Indemnified Party is not required to seek recovery from any insurer or third party before pursuing a claim against the franchisee, and the franchisee cannot reduce the amounts recoverable by arguing a failure to mitigate losses.