What happens to the obligations of indemnity after the Care Plus Medical Ucc franchise agreement is terminated?
Care_Plus_Medical_Ucc Franchise · 2024 FDDAnswer from 2024 FDD Document
- 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, the franchisee's obligation to indemnify Care Plus Medical Ucc continues even after the franchise agreement ends. Specifically, the franchisee must indemnify and defend Care Plus Medical UCC, its parent entities, subsidiaries, affiliates, and their respective owners, directors, officers, employees, agents, successors, and assignees against all losses in any action related to the operation of the business.
This obligation means that even after the franchise agreement is terminated, the franchisee may still be responsible for covering legal costs, damages, and other expenses arising from lawsuits or claims related to the business's operation during the time the franchisee was in control. However, the franchisee is not required to indemnify Care Plus Medical Ucc for actions resulting from the company's intentional misconduct or negligence.
It's also important to note that any delay or failure by Care Plus Medical Ucc to notify the franchisee of an action does not relieve the franchisee of their indemnity obligation, except if the delay materially prejudices the franchisee. The franchisee cannot settle any action without the consent of Care Plus Medical Ucc. Care Plus Medical Ucc can elect to assume the defense of any action subject to indemnification at the franchisee's expense, which does not reduce the franchisee's obligation to indemnify them.