Under what specific condition is a Cicis franchisee NOT required to indemnify the Indemnified Party?
Cicis Franchise · 2025 FDDAnswer from 2025 FDD Document
Except for your obligation to indemnify us for third party claims under Section 8.B, we and you (and your owners) waive to the fullest extent permitted by law any right to or claim for
any punitive or exemplary damages against the other and agree that, in the event of a dispute between us and you, the party making a claim will be limited to equitable relief and to recovery of any actual damages it sustains.
Source: Item 23 — RECEIPTS (FDD pages 65–263)
What This Means (2025 FDD)
According to Cicis's 2025 Franchise Disclosure Document, a franchisee is generally obligated to indemnify the Indemnified Parties (which include Cicis, its affiliates, and their respective owners, managers, directors, officers, employees, agents, successors, and assignees) against claims, obligations, and damages arising from the operation of the franchised business, breach of the Franchise Agreement, or employment practices.
However, this obligation does not extend to claims for punitive or exemplary damages made against Cicis by the franchisee or their owners. In such cases, both Cicis and the franchisee waive any right to claim punitive or exemplary damages from each other, limiting claims to equitable relief and recovery of actual damages.
This waiver of punitive damages, however, does not negate the franchisee's responsibility to indemnify Cicis for third-party claims. This means that while a Cicis franchisee is protected from having to pay punitive damages directly to Cicis, they are still responsible for covering losses Cicis incurs from third-party lawsuits related to the franchisee's business operations.