Under the Carls Jr. franchise agreement, what parties are included in the definition of "Indemnitees" that the franchisee must indemnify?
Carls_Jr Franchise · 2025 FDDAnswer from 2025 FDD Document
F. Franchisee agrees that no past, present or future director, officer, employee, incorporator, member, partner, stockholder, subsidiary, affiliate, controlling party, entity under common control, ownership or management, vendor, service provider, agent, attorney or representative of CJR will have any liability for: (1) any obligations or liabilities of CJR relating to or arising from this Agreement; (2) any claim against CJR based on, in respect of, or by reason of the relationship between Franchisee and CJR; or (3) any claim against CJR based on any alleged unlawful act or omission of CJR. This provision does not include a release of claims arising from representations in the Carl's Jr. Franchise Disclosure Document provided to Franchisee in connection with this Agreement or any claims arising under any applicable state or federal franchise laws regulating the offer or sale of the franchise for this Agreement (including without limitation the FTC Rule on Franchising (16 C.F.R. Part 436)).
Source: Item 22 — CONTRACTS (FDD pages 75–76)
What This Means (2025 FDD)
Based on the 2025 Carls Jr. Franchise Disclosure Document, the franchisee agrees that no past, present, or future director, officer, employee, incorporator, member, partner, stockholder, subsidiary, affiliate, controlling party, entity under common control, ownership or management, vendor, service provider, agent, attorney or representative of CJR will have any liability for specific obligations or claims.
This agreement means that the franchisee cannot hold the individuals or entities listed above liable for obligations or liabilities of CJR relating to the franchise agreement, claims against CJR based on the relationship between the franchisee and CJR, or claims against CJR based on any alleged unlawful act or omission of CJR. However, this provision does not release claims arising from representations in the Franchise Disclosure Document or claims arising under applicable state or federal franchise laws regulating the offer or sale of the franchise.
In practical terms, this clause protects a wide range of individuals and entities associated with Carls Jr. from being personally sued or held liable for the actions or inactions of the company. It is important for a prospective franchisee to understand the scope of this limitation of liability and to seek legal counsel to fully understand its implications.