What costs are included in the claims for which a Cicis franchisee must indemnify the Indemnified Parties?
Cicis Franchise · 2025 FDDAnswer from 2025 FDD Document
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 claims for which a franchisee must indemnify the Indemnified Parties include all obligations, damages (actual, consequential, or otherwise), and costs that any Indemnified Party reasonably incurs in defending any claim against it. These costs encompass a wide range of expenses.
Specifically, the costs include reasonable accountants', arbitrators', attorneys', and expert witness fees. It also covers 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. This means that if a claim arises and Cicis incurs expenses related to investigating, defending, or resolving the claim, the franchisee may be responsible for covering these costs.
The indemnification obligation continues even after the franchise agreement expires or terminates. Cicis is not required to seek recovery from any insurer or other third party or mitigate its losses and expenses before making a claim against the franchisee. The franchisee's responsibility to cover these costs will not be reduced even if Cicis fails to pursue recovery from another source or mitigate its losses.