factual

Does the Checkersrallys agreement specify that the franchisee must indemnify the indemnitees to the fullest extent permitted by law?

Checkersrallys Franchise · 2025 FDD

Answer 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.

The foregoing indemnity shall apply even if it is determined that the indemnitees' negligence caused such loss, liability or expense, in whole or in part, provided, however, that this indemnity will not apply to any liability arising from a breach of this Agreement by the indemnitees or the gross negligence or willful acts of indemnitees (except to the extent that joint liability is involved, in which event the indemnification provided herein will extend to any finding of comparative or contributory negligence attributable to you).

Source: Item 23 — RECEIPTS (FDD pages 92–384)

What This Means (2025 FDD)

According to Checkersrallys's 2025 Franchise Disclosure Document, the franchisee does agree to indemnify the indemnitees (which include Checkersrallys, its affiliates, and their respective directors, officers, employees, shareholders, members, agents, successors, and assigns). The franchisee agrees to hold the indemnitees harmless to the fullest extent permitted by law. This means the franchisee is responsible for protecting the indemnitees from losses and expenses.

The franchisee's duty to indemnify covers losses and expenses incurred from any litigation, claim, demand, investigation, or inquiry resulting from a third-party claim against the indemnitees. This indemnification applies if the claim arises directly or indirectly from (i) the franchisee's failure to perform or breach of the Franchise Agreement, (ii) the franchisee's breach of any representation or warranty in the agreement, and (iii) any allegedly unauthorized service or act rendered in connection with the agreement.

This indemnification obligation extends even if the indemnitees' negligence caused the loss, liability, or expense, either in whole or in part. However, the franchisee is not responsible for any liability arising from a breach of the Franchise Agreement by the indemnitees or the gross negligence or willful acts of the indemnitees, unless joint liability is involved. In cases of joint liability, the indemnification covers any comparative or contributory negligence attributed to the franchisee.

Disclaimer: This information is extracted from the 2025 Franchise Disclosure Document and is provided for research purposes only. It does not constitute legal or financial advice. Consult with a franchise attorney before making any investment decisions.