Does the Casiola Franchisor's indemnification obligation survive the expiration of the Franchise Agreement?
Casiola Franchise · 2024 FDDAnswer from 2024 FDD Document
Franchisor shall indemnify, defend, and hold Franchisee and Franchisee's officers, directors, shareholders, members, owners, partners, agents, representatives, independent contractors, employees, assigns and successors (the "Franchisee Indemnified Parties") harmless from all losses, expenses, claims, causes of action, lawsuits, liabilities, taxes, costs, demands, proceedings, investigations, hearings, and/or damages solely arising out of, or solely relating to, Franchisor's gross negligence in the operation of Franchisee's Casiola Business that was the direct cause of any such loss, expense, liability or damage provided Franchisee immediately notifies Franchisor of such claim, cause of action, lawsuit, demand, proceeding, investigation or hearing, and Franchisor shall pay all of the Franchisee Indemnified Parties' reasonable costs, fees and expenses of defending any such claim, cause of action, lawsuit, demand, proceeding, investigation, and/or hearing brought against any of the Franchisee Indemnified Parties or any such claim, cause of action, lawsuit, demand, proceeding, investigation, and/or hearing in which any of the Franchisee
Indemnified Parties is named as a party, including, without limitation, reasonable accountant fees, attorney fees, and expert witness fees, court costs, deposition fees, travel expenses and other litigation expenses provided Franchisee immediately notifies Franchisor of such claim, cause of action, lawsuit, demand, proceeding, investigation or hearing. Franchisor agrees that the terms of this Article 10.C. shall survive the termination, expiration or Transfer of this Agreement.
Source: Item 23 — RECEIPTS (FDD pages 47–209)
What This Means (2024 FDD)
According to Casiola's 2024 Franchise Disclosure Document, the franchisor's obligation to indemnify the franchisee does indeed survive the termination, expiration, or transfer of the Franchise Agreement.
Specifically, Casiola agrees to indemnify, defend, and hold the franchisee harmless from losses, expenses, claims, lawsuits, liabilities, taxes, costs, demands, proceedings, investigations, hearings, and/or damages. This protection applies only when these issues arise solely from the franchisor's gross negligence in the operation of the franchisee's Casiola Business and are the direct cause of the loss, expense, liability, or damage.
However, the franchisee must immediately notify Casiola of any such claim, lawsuit, demand, proceeding, or investigation. Casiola will then cover the franchisee's reasonable costs, fees, and expenses for defending against these claims, including accountant fees, attorney fees, expert witness fees, court costs, deposition fees, travel expenses, and other litigation expenses.
The FDD explicitly states that the terms of this indemnification agreement survive the termination, expiration, or transfer of the Franchise Agreement, providing continued protection to the franchisee under the specified conditions even after the agreement is no longer in effect.