Under the Churchs Chicken agreement, what parties are included in the definition of "Indemnitees" that the Developer must indemnify?
Churchs_Chicken Franchise · 2025 FDDAnswer from 2025 FDD Document
- A. Developer and all guarantors of Developer's obligations under this Agreement shall, at all times, indemnify, defend (with counsel reasonably acceptable to Cajun), and hold harmless (to the fullest extent permitted by law) Cajun 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 Developer's activities under this Agreement, excluding the gross negligence or willful misconduct of Cajun. Developer promptly shall give Cajun written notice of any such action,suit, proceeding, claim, demand, inquiry or investigation filed or instituted against Developer and shall furnish Cajun with copies of any documents from such matters as Cajun may request.
Source: Item 23 — RECEIPT (FDD pages 68–406)
What This Means (2025 FDD)
According to Churchs Chicken's 2025 Franchise Disclosure Document, the "Indemnitees" that the Developer must indemnify include Cajun Global LLC (referred to as "Cajun") and its affiliates. This extends to their respective successors, assigns, past and present stockholders, directors, officers, employees, agents, and representatives.
This means that the Churchs Chicken developer (franchisee) is responsible for protecting these individuals and entities from losses and expenses related to the developer's activities under the Development Agreement. The only exception to this indemnification is in cases of gross negligence or willful misconduct on the part of Cajun itself.
This indemnification clause is a standard practice in franchising, designed to protect the franchisor from liabilities arising from the franchisee's operations. However, prospective Churchs Chicken developers should carefully review this section with legal counsel to fully understand the scope of their indemnification obligations and potential financial exposure.