What entities must a Care Plus Medical Ucc franchisee indemnify and defend?
Care_Plus_Medical_Ucc Franchise · 2024 FDDAnswer from 2024 FDD Document
ARTICLE 16. INDEMNITY
- 16.1 Indemnity. Franchisee shall indemnify and defend (with counsel reasonably acceptable to Care Plus Medical UCC) Care Plus Medical UCC, its parent entities, subsidiaries and affiliates, and their respective owners, directors, officers, employees, agents, successors and assignees (collectively, "Indemnitees") against all Losses in any Action by or against Care Plus Medical UCC and/or any Indemnitee directly or indirectly related to, or alleged to arise out of, the operation of the Business. Notwithstanding the foregoing, Franchisee shall not be obligated to indemnify an Indemnitee from Actions arising as a result of any Indemnitee's intentional misconduct or negligence. Any delay or failure by an Indemnitee to notify Franchisee of an Action shall not relieve Franchisee of its indemnity obligation except to the extent (if any) that such delay or failure materially prejudices Franchisee. Franchisee shall not settle an Action without the consent of the Indemnitee. This indemnity will continue in effect after this Agreement ends.
- 16.2 Assumption. An Indemnitee may elect to assume the defense of any Action subject to this indemnification, and control all aspects of defending the Action, including negotiations and settlement, at Franchisee's expense. Such an undertaking shall not diminish Franchisee's obligation to indemnify the Indemnitees.
Source: Item 22 — CONTRACTS (FDD page 41)
What This Means (2024 FDD)
According to Care Plus Medical Ucc's 2024 Franchise Disclosure Document, a franchisee is required to indemnify and defend Care Plus Medical Ucc and its related entities. Specifically, the franchisee must defend Care Plus Medical Ucc, its parent entities, subsidiaries, and affiliates. This obligation also extends to their respective owners, directors, officers, employees, agents, successors, and assignees, who are collectively referred to as "Indemnitees".
This indemnification covers all losses in any legal action (or "Action") brought by or against Care Plus Medical Ucc and/or any Indemnitee. The scope includes actions directly or indirectly related to, or alleged to arise out of, the operation of the franchisee's Care Plus Medical Ucc business. This means that if a customer, employee, or any other party sues Care Plus Medical Ucc due to something that happened at the franchisee's location, the franchisee is responsible for defending Care Plus Medical Ucc and covering any resulting losses.
However, there is an exception: the franchisee is not obligated to indemnify an Indemnitee from Actions arising from the Indemnitee's intentional misconduct or negligence. Additionally, any delay or failure by an Indemnitee to notify the franchisee of an Action does not relieve the franchisee of their indemnity obligation, unless the delay materially prejudices the franchisee. The franchisee cannot settle any Action without the Indemnitee's consent, and this indemnity obligation remains in effect even after the franchise agreement ends. An Indemnitee can elect to assume the defense of any Action, controlling all aspects of the defense, at the franchisee's expense, without diminishing the franchisee's indemnification obligations.