Under the Chicken Guy franchise agreement, who is included in the definition of "Indemnitees" that the franchisee must indemnify?
Chicken_Guy Franchise · 2025 FDDAnswer from 2025 FDD Document
Franchisee and all guarantors of Franchisee's obligations under this Agreement shall, at all times, indemnify, defend (with counsel reasonably acceptable to Chicken Guy), and hold harmless (to the fullest extent permitted by law) Chicken Guy and its affiliates, and their respective successors, assigns, past and present stockholders, directors, officers, employees, agents and representatives (collectively "Indemnitees") from and against all "losses and expenses" (as defined below) incurred in connection with any action, suit, proceeding, claim, demand, investigation, inquiry (formal or informal), judgment or appeal thereof by or against Indemnitees or any settlement thereof (whether or not a formal proceeding or action had been instituted), arising out of or resulting from or connected with Franchisee's (or its employees') operation of the Franchised Restaurant and Franchisee's (or its employees') activities under this Agreement, excluding the gross negligence or willful misconduct of any Indemnitee. Franchisee promptly shall give Chicken Guy written notice of any such action, suit, proceeding, claim, demand, inquiry or investigation filed or instituted against Franchisee and, upon request, shall furnish Chicken Guy with copies of any documents from such matters as Chicken Guy may request.
Source: Item 22 — CONTRACTS (FDD page 50)
What This Means (2025 FDD)
According to Chicken Guy's 2025 Franchise Disclosure Document, the franchisee is required to indemnify a group referred to as "Indemnitees." This group includes Chicken Guy and its affiliates, along with their respective successors, assigns, past and present stockholders, directors, officers, employees, agents, and representatives.
This means that the franchisee is responsible for protecting these individuals and entities from losses and expenses related to any legal actions, claims, or investigations arising from the franchisee's operation of the Chicken Guy restaurant. This indemnification extends to the fullest extent permitted by law, covering a broad range of potential liabilities connected to the franchisee's business activities.
However, the franchisee is not responsible for indemnifying the Indemnitees if the losses or expenses are due to the gross negligence or willful misconduct of any Indemnitee. The franchisee must promptly notify Chicken Guy of any claims or legal actions and provide any relevant documents upon request. Chicken Guy has the option, but not the obligation, to assume the defense or settlement of any claim subject to indemnification, which does not reduce the franchisee's indemnification obligations.