Who are the 'indemnitees' that the Checkers franchisee must indemnify?
Checkers Franchise · 2025 FDDAnswer from 2025 FDD Document
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, and (iii) any allegedly unauthorized service or act rendered or performed 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, as a franchisee, you are required to indemnify specific parties, referred to as "indemnitees." These indemnitees include Checkers itself, its Affiliates, and their respective directors, officers, employees, shareholders, members, agents, successors, and assigns. This means you must protect these individuals and entities from losses and expenses under certain conditions.
The obligation to indemnify arises from any litigation, claim, demand, investigation, or inquiry resulting from a third-party claim against the indemnitees. This is triggered by (i) your failure to perform or breach of any agreement within the Franchise Agreement, (ii) your breach of any representation or warranty within the agreement, and (iii) any unauthorized service or act related to the agreement. This indemnification extends to losses and expenses incurred, regardless of whether the issue results from strict or vicarious liability imposed on the indemnitees.
In practical terms, if a customer sues Checkers due to an issue caused by your specific restaurant's operations (e.g., food safety, service issue), you, as the franchisee, may be responsible for covering Checkers' legal costs and any resulting settlements or judgments. This indemnification clause is a standard practice in franchising, designed to protect the franchisor from liabilities arising from the franchisee's business operations. It is important to understand the scope of this obligation and to maintain adequate insurance coverage to mitigate potential financial risks.