What parties are included in the definition of 'Indemnitees' that a Chocolate Fish Coffee franchisee must indemnify?
Chocolate_Fish_Coffee Franchise · 2024 FDDAnswer from 2024 FDD Document
Franchisee shall indemnify and defend (with counsel reasonably acceptable to Chocolate Fish Franchising) Chocolate Fish 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 Chocolate Fish 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 23 — RECEIPTS (FDD pages 41–119)
What This Means (2024 FDD)
According to the 2024 Chocolate Fish Coffee Franchise Disclosure Document, a franchisee is required to indemnify specific parties, referred to as "Indemnitees," against losses in actions related to the operation of the Chocolate Fish Coffee business.
The Indemnitees include Chocolate Fish Franchising, its parent entities, subsidiaries, and affiliates. The definition extends to their respective owners, directors, officers, employees, agents, successors, and assignees. This means a Chocolate Fish Coffee franchisee's indemnification obligations extend broadly across the Chocolate Fish Coffee corporate structure and those affiliated with it.
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 franchisee is also entitled to notification of any action, and any delay or failure to notify the franchisee of an action will relieve the franchisee of its indemnity obligation to the extent that such delay or failure materially prejudices the franchisee. The Indemnitee may elect to assume the defense of any action subject to indemnification at the franchisee's expense, but this does not diminish the franchisee's obligation to indemnify the Indemnitees.