Does the Checkersrallys agreement define 'indemnitees'?
Checkersrallys 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 Checkersrallys's 2025 Franchise Disclosure Document, the franchise agreement defines "indemnitees" within the context of indemnification. Specifically, the agreement states that the franchisee agrees to indemnify Checkersrallys, its affiliates, and their respective directors, officers, employees, shareholders, members, agents, successors, and assigns, who are collectively referred to as "indemnitees." This means that if a third party makes a claim against any of these "indemnitees" related to the franchisee's actions or breaches of the agreement, the franchisee is responsible for covering the resulting losses and expenses.
The definition of "indemnitees" is important because it clarifies who is protected under the indemnification clause. This protection extends beyond just the Checkersrallys company itself to include a wide range of related parties, such as directors, officers, and employees. This broad definition ensures that Checkersrallys and its key stakeholders are shielded from potential liabilities arising from the franchisee's operation of the business.
The franchisee's obligation to indemnify the indemnitees covers losses and expenses incurred in connection with any litigation, claim, demand, investigation, or inquiry resulting from the franchisee's failure to perform the agreement, breach of any representation or warranty, or any unauthorized service or act. This indemnification applies even if the indemnitees' negligence caused the loss, unless the liability arises from a breach of the agreement by the indemnitees or their gross negligence or willful acts. This provision highlights the significant responsibility placed on the franchisee to operate the business in compliance with the franchise agreement and applicable laws, as they could be held liable for a wide range of potential claims and expenses.