Who are the indemnitees that the Checkersrallys franchisee must indemnify?
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.
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 is required to indemnify specific parties, referred to as "indemnitees." These indemnitees include Checkersrallys itself, its Affiliates, and their respective directors, officers, employees, shareholders, members, agents, successors, and assigns. This means the franchisee is responsible for protecting these individuals and entities from certain losses and expenses.
The franchisee's indemnification obligation extends to losses and expenses incurred due to any litigation, claim, demand, investigation, or inquiry arising from a third-party claim. This is triggered by (i) the franchisee's failure to perform or breach of the Franchise Agreement, (ii) any breach of representation or warranty within the agreement, or (iii) any unauthorized service or act related to the agreement. This indemnification requirement applies regardless of whether the issue results from strict or vicarious liability imposed on the indemnitees.
It's important to note that this indemnification applies even if the indemnitees' negligence caused the loss, liability, or expense. However, there's an exception: the indemnity does not cover liability arising from a breach of the Franchise Agreement by the indemnitees or their gross negligence or willful acts. If joint liability is involved, the indemnification extends to any finding of comparative or contributory negligence attributable to the franchisee. This section clarifies the scope and limitations of the franchisee's responsibility to protect Checkersrallys and its related parties from potential liabilities and expenses.