Under the Carvel franchise agreement, what is the definition of 'Indemnified Parties'?
Carvel Franchise · 2025 FDDAnswer from 2025 FDD Document
l be before your Opening Date if we have already established such a Purchasing Program), (ii) remain a member in good standing thereof throughout the Term, and (iii) pay all reasonable membership fees assessed by any Purchasing Program. Any membership fees set by us or our affiliates will not exceed 110% of our or our affiliates' actual costs and expenses related to such programs.
- 12.12 Prices. We reserve the right, to the fullest extent allowed by applicable law, to establish maximum, minimum, or other pricing requirements with respect to the prices you may charge for Approved Products, including required participation in system-wide discount programs and promotions. If we do not establish such pricing requirements, then you will have the right to determine the prices you charge.
13. INDEMNIFICATION; INSURANCE
13.1 Indemnification.
- A. Indemnification Obligation. You must defend, indemnify, and hold harmless us and our affiliates, our and their permitted successors and assigns, and each of our and their respective direct and indirect owners, directors, officers, managers, employees, agents, attorneys, and representatives (collectively, the "Indemnified Parties") from and against all Losses (defined below), which any of the Indemnified Parties may suffer, sustain, or incur as a result of a claim asserted or inquiry made formally or informally, or a legal action, investigation, or other proceeding brought, by a third party and directly or indirectly arising out of or relating to: (i) the operation of the Franchised Business; (ii) the business you conduct under this Agreement; (iii) your breach of this Agreement; (iv) your noncompliance or alleged noncompliance with any Law; or (v) any allegation that we or another Indemnified Party is a joint employer or otherwise responsible for your acts or omissions relating to your employees.
Source: Item 23 — Receipts (FDD pages 100–353)
What This Means (2025 FDD)
According to Carvel's 2025 Franchise Disclosure Document, Indemnified Parties are defined within the context of indemnification obligations. Carvel requires franchisees to defend, indemnify, and hold harmless Carvel and its affiliates, as well as their permitted successors and assigns. This extends to each of their respective direct and indirect owners, directors, officers, managers, employees, agents, attorneys, and representatives.
The indemnification obligation arises from claims or inquiries made by a third party that are related to: the operation of the franchised business, the business conducted under the agreement, any breach of the agreement by the franchisee, noncompliance with laws, or any allegation that Carvel or another Indemnified Party is a joint employer or responsible for the franchisee's acts or omissions relating to their employees. The term "Losses" includes all obligations, liabilities, damages (actual, consequential, or otherwise), and reasonable defense costs incurred by any Indemnified Party. Defense costs encompass arbitrators', attorneys', and expert witness fees, costs of investigation, court costs, and other expenses related to litigation or dispute resolution.
Carvel will promptly notify the franchisee of any claim that may lead to an indemnity claim. However, failure to provide such notice does not release the franchisee from their indemnification obligations, except if the franchisee is materially prejudiced by the lack of notice. This section outlines the scope of protection Carvel seeks from its franchisees regarding potential liabilities and legal claims, ensuring that Carvel and its related parties are shielded from losses resulting from the franchisee's operations or breaches of the franchise agreement.