Who are considered the "Indemnified Parties" that a Cicis franchisee must indemnify?
Cicis Franchise · 2025 FDDAnswer from 2025 FDD Document
You agree to indemnify, defend, and hold harmless us, our affiliates, and our and their respective owners, managers, directors, officers, employees, agents, successors, and assignees (the "Indemnified Parties") against, and to reimburse any one or more of the Indemnified Parties for, all claims, obligations, and damages directly or indirectly arising out of: (i) the operation of the business you conduct under this Agreement, (ii) your breach of this Agreement, including, without limitation, those alleged to be caused by the Indemnified Party's negligence, and/or (iii) instituted by your employees, or by others that arise from your employment practices, unless (and then only
to the extent that) the claims, obligations, or damages are determined to be caused solely by the Indemnified Party's intentional misconduct in a final, unappealable ruling issued by a court with competent jurisdiction. For purposes of this indemnification, "claims" include all obligations, damages (actual, consequential, or otherwise), and costs that any Indemnified Party reasonably incurs in defending any claim against it, including, without limitation, reasonable accountants', arbitrators', attorneys', and expert witness fees, costs of investigation and proof of facts, court costs, travel and living expenses, and other expenses of litigation or alternative dispute resolution, regardless of whether litigation or alternative dispute resolution is commenced. Each Indemnified Party may defend any claim against it at your expense (including choosing and retaining its own legal counsel) and agree to settlements or take any other remedial, corrective, or other actions. This indemnity will continue in full force and effect subsequent to and notwithstanding this Agreement's expiration or termination. An Indemnified Party need not seek recovery from any insurer or other third party, or otherwise mitigate its losses and expenses, in order to maintain and recover fully a claim against you under this subparagraph. You agree that a failure to pursue a recovery or mitigate a loss will not reduce or alter the amounts that an Indemnified Party may recover from you under this Section 8.B.
Source: Item 23 — RECEIPTS (FDD pages 65–263)
What This Means (2025 FDD)
According to Cicis's 2025 Franchise Disclosure Document, the "Indemnified Parties" that a franchisee must protect, defend, and hold harmless include Cicis itself, its affiliates, and their respective owners, managers, directors, officers, employees, agents, successors, and assignees. This means a Cicis franchisee is responsible for covering claims, obligations, and damages that arise directly or indirectly from the franchisee's business operations, any breaches of the Franchise Agreement, or employment practices.
The franchisee's duty to indemnify extends to covering all costs incurred by the Indemnified Parties in defending against any claim, including accounting, arbitration, legal, and expert witness fees, as well as investigation costs, court costs, travel, and living expenses. The Indemnified Parties have the right to choose their own legal counsel and manage the defense of any claim at the franchisee's expense. This obligation remains in effect even after the Franchise Agreement expires or is terminated.
It is important to note that Cicis does not have to seek compensation from any insurance company or third party before seeking full recovery from the franchisee. However, the franchisee is not responsible for claims, obligations, or damages that are determined to be caused solely by the Indemnified Party's intentional misconduct, as ruled by a court with competent jurisdiction.