Does the Checkers franchisee indemnify for claims arising from a third party against the indemnitees?
Checkers Franchise · 2025 FDDAnswer from 2025 FDD Document
ations Manual or otherwise, do not directly or indirectly constitute, suggest, infer or imply that we control any aspect or element of the day-to-day operations of your Franchised Restaurant, which you alone control, but only constitute standards you must adhere to when exercising your control of the day-to-day operations of your Franchised Restaurant.
17.02 Indemnification. You agree to indemnify us, our Affiliates and our respective directors, officers, employees, shareholders, members, agents, successors and assigns (collectively "indemnitees"), and to hold the indemnitees harmless to the fullest extent permitted by law, from any and all losses and expenses (as defined below) incurred in connection with any litigation or other form of adjudicatory procedure, claim, demand, investigation, or formal or informal inquiry (regardless of whether it is reduced to judgment) or any settlement thereof which arises directly or indirectly from, or as a result of, a claim of a third party against any one or more of the indemnitees in connection with (i) your failure to perform or breach of any covenant, agreement, term or provision of this Agreement, (ii) your breach of any representation or warranty contained in this Agreement, (iii) the marketing, promotion, advertisement or sale of any of the products and services offered by your Franchised Restaurant pursuant to this Agreement, including unfair or fraudulent advertising claims (whether in print advertising or electronic media), and product liability claims, (iv) your development, ownership, operation and/or closing of your Franchised Restaurant, (v) employment matters in connection with your Franchised Restaurant, and (vi) any allegedly unauthorized service or act rendered or performed
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in connection with this Agreement, (collectively "event") and regardless of whether it resulted from any strict or vicarious liability imposed by law on the indemnitees.
Source: Item 23 — RECEIPTS (FDD pages 92–384)
What This Means (2025 FDD)
According to Checkers' 2025 Franchise Disclosure Document, franchisees are required to indemnify Checkers, its affiliates, and their respective directors, officers, employees, shareholders, members, agents, successors, and assigns (collectively "indemnitees"). This means the franchisee agrees to protect Checkers from losses and expenses related to third-party claims.
The franchisee's indemnification extends to losses and expenses incurred due to litigation, claims, demands, investigations, or inquiries arising directly or indirectly from a third-party claim against the indemnitees. This includes situations connected to the franchisee's failure to perform the franchise agreement, breach of any representation or warranty within the agreement, or any unauthorized service or act related to the agreement. This obligation exists regardless of whether the issue results from strict or vicarious liability imposed on Checkers.
Notably, this indemnification applies even if the indemnitees' negligence caused the loss, liability, or expense. However, the franchisee is not responsible for liability arising from Checkers' breach of the agreement or the gross negligence or willful acts of Checkers, unless joint liability is involved. In cases of joint liability, the indemnification extends to any finding of comparative or contributory negligence attributable to the franchisee. This section is limited by section 10.10, which states that the franchisee's obligation to indemnify Checkers for third party claims under section 5.02 is an exception to the rule that the franchisee waives rights to punitive or exemplary damages against Checkers.