What entities are included in the definition of 'Indemnitees' that a Chocolate Bash franchisee must indemnify?
Chocolate_Bash Franchise · 2024 FDDAnswer from 2024 FDD Document
- 16.1 Indemnity. Franchisee shall indemnify and defend (with counsel reasonably acceptable to CB Franchising) CB Franchising, its parent entities, subsidiaries and affiliates, and their respective owners, directors, officers, employees, agents, successors and assignees (collectively, "Indemnitees") against all Losses in any Action by or against CB Franchising and/or any Indemnitee directly or indirectly related to, or alleged to arise out of, the operation of the Business. Notwithstanding the foregoing, Franchisee shall not be obligated to indemnify an Indemnitee from Actions arising as a result of any Indemnitee's intentional misconduct or negligence. Any delay or failure by an Indemnitee to notify Franchisee of an Action shall not relieve Franchisee of its indemnity obligation except to the extent (if any) that such delay or failure materially prejudices Franchisee. Franchisee shall not settle an Action without the consent of the Indemnitee. This indemnity will continue in effect after this Agreement ends.
- 16.2 Assumption. An Indemnitee may elect to assume the defense of any Action subject to this indemnification, and control all aspects of defending the Action, including negotiations and settlement, at Franchisee's expense. Such an undertaking shall not diminish Franchisee's obligation to indemnify the Indemnitees.
Source: Item 22 — CONTRACTS (FDD pages 38–39)
What This Means (2024 FDD)
According to Chocolate Bash's 2024 Franchise Disclosure Document, a franchisee is required to indemnify a specific group of entities, collectively referred to as "Indemnitees." This group includes Chocolate Bash Franchising, LLC itself, along with its parent entities, subsidiaries, and affiliates. The indemnification extends to the respective owners, directors, officers, employees, agents, successors, and assignees of these entities.
This means that a Chocolate Bash franchisee is responsible for protecting these "Indemnitees" from losses in any legal action or claim that is directly or indirectly related to the operation of the franchisee's Chocolate Bash business. However, the franchisee is not obligated to indemnify an Indemnitee from actions arising as a result of any Indemnitee's intentional misconduct or negligence.
The franchise agreement also states that any delay or failure by an Indemnitee to notify Franchisee of an Action shall not relieve Franchisee of its indemnity obligation except to the extent (if any) that such delay or failure materially prejudices Franchisee. Franchisee shall not settle an Action without the consent of the Indemnitee. This indemnity will continue in effect after this Agreement ends. An Indemnitee may elect to assume the defense of any Action subject to this indemnification, and control all aspects of defending the Action, including negotiations and settlement, at Franchisee's expense. Such an undertaking shall not diminish Franchisee's obligation to indemnify the Indemnitees. This indemnification clause remains in effect even after the franchise agreement concludes.