Which article in the Chick Fil A franchise agreement addresses the topic of indemnification?
Chick_Fil_A Franchise · 2025 FDDAnswer from 2025 FDD Document
s and remedies conferred on Chick-fil-A under this Agreement, including without limitation those rights and remedies of Chick-fil-A set forth in Sections 18, 19, 20, 21 and 22 above, and hereby agree that (i) the same are reasonably required and designed solely to protect proprietary and other important rights of Chick-fil-A and (ii) as such are reasonable in time, scope and territory. The Operator, and, as applicable, the Operator
Owner, further acknowledge and agree that the restrictions upon the Operator (and, as applicable, the Operator-Owner) and the rights and remedies conferred on Chick-fil-A under this Agreement are essential elements of this Agreement and that without their inclusion, Chick-fil-A would not have entered into this Agreement. The Operator represents and warrants that the Operator's signature appearing on this Agreement is genuine and freely and knowingly given.
- Section 25.3 of the Franchise Agreement, under the heading entitled "Franchise Relationship" shall be deleted in its entirety and replaced by the following:
Chick-fil-A represents to the Operator the Businesses contemplated by this Agreement involve risk and that the success of such Businesses is dependent upon the abilities and efforts of the Operator as an independent business person.
- Section 27 of the Franchise Agreement, under the heading "Indemnification", Section 12.1 of the Lease, under the heading "Indemnification," and Section 10 of any Concession Sublicense Agreement or Delivery Kitchen Agreement, under the heading "Indemnification and Waiver," are supplemented by adding the following sentence at the end:
In no event will this indemnification apply to liability caused by your proper reliance on or use of procedures or materials provided by Chick-fil-A or because of Chick-fil-A's negligence.
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- Section 28.6 of the Franchise Agreement, under the heading entitled "General Provisions," is deleted in its entirety.
Source: Item 23 — Receipts (FDD pages 103–600)
What This Means (2025 FDD)
According to Chick Fil A's 2025 Franchise Disclosure Document, Section 27 of the Franchise Agreement addresses the topic of indemnification. This section is titled "Indemnification."
Several amendments and supplements to Section 27 are outlined within Item 23 of the FDD. These modifications clarify the scope of indemnification, particularly concerning the Operator's (franchisee's) responsibilities and Chick-fil-A's liabilities. For example, one supplement specifies that the franchisee will indemnify Chick-fil-A from liabilities resulting from the franchisee's breaches and civil wrongs only.
Additionally, the FDD states that Section 27 applies in full to agreements related to Food Trucks, including the use and operation of the Food Truck. However, the indemnification does not extend to liability caused by the franchisee's proper reliance on Chick-fil-A's procedures or materials, or due to Chick-fil-A's negligence. This indicates a shared responsibility where Chick-fil-A assumes liability for its own actions or guidance.