Is a Chocolate Bash franchisee obligated to indemnify an Indemnitee for actions arising from the Indemnitee's negligence?

According to Chocolate Bash's 2024 Franchise Disclosure Document, a franchisee is generally required to indemnify the Indemnitees (which include CB Franchising, its parent entities, subsidiaries, affiliates, and their respective owners, directors, officers, employees, agents, successors, and assignees) against losses related to the operation of the Chocolate Bash business. However, the franchisee is not obligated to indemnify an Indemnitee for actions arising from the Indemnitee's intentional misconduct or negligence.

This means that if an action or claim arises due to the negligence of Chocolate Bash or its related parties, the franchisee is not responsible for covering the losses, legal fees, or settlements resulting from that action. This provision protects franchisees from being held liable for the mistakes or oversights of the franchisor or its affiliates.

However, the franchisee is still responsible for indemnifying Chocolate Bash and related parties for actions that arise out of the operation of the business, unless those actions are a result of intentional misconduct. It is important to note that any delay or failure by an Indemnitee to notify the franchisee of an action does not relieve the franchisee of its indemnity obligation except to the extent that such delay or failure materially prejudices the franchisee. Additionally, the franchisee cannot settle an action without the consent of the Indemnitee. This indemnity obligation remains in effect even after the franchise agreement ends.