Does the Circle K franchisee's indemnification obligation extend to the franchisor's own negligence?
Circle_K Franchise · 2025 FDDAnswer from 2025 FDD Document
Except as otherwise expressly provided in this Agreement, and without limiting Franchisor's common law rights of indemnification, Franchisee assumes sole and complete responsibility for and will, to the maximum extent permitted by law, defend, protect, indemnify, and hold harmless Franchisor, its Affiliates, and their respective directors, employees, officers, shareholders, managers, members, agents and successors and assigns (individually an "Indemnified Party" and collectively the "Indemnified Parties"), from and against any and all losses, costs, expenses, damages, and liability (including, without limitation, attorneys' fees and court costs) arising out of or relating to this Agreement, Franchisee's negligence, the operation or use of the Franchised Location or the Store, including any Additional Business, including any contracts with third parties related to the operation of the Store, or the equipment or supplies used in connection therewith, and whether arising from bodily injury, personal injury, or property damage, or any other violation of the rights of others, or in any other manner, whether incurred for an Indemnified Party's primary defense or for enforcement of its indemnification rights hereunder, on account of any personal injury, disease, or death of any person(s), damage to or loss of any property, or money damages or specific performance owed to any third party (by contract or operation of law), and any fines, penalties, assessments, environmental response costs, or injunctive obligations imposed upon any of the Indemnified Parties caused by, arising out of, or in any way incidental to, or in connection with, Franchisee's performance hereunder, or the performance, acts, or omissions by any retail customer or consumer served by Franchisee (including employees, agents, contractors, and invitees of Franchisee and Franchisee's resale customers and consumers), or any other person, including any Approved Third-Party Operator.
Source: Item 22 — CONTRACTS (FDD page 100)
What This Means (2025 FDD)
According to the 2025 Circle K Franchise Disclosure Document, the franchisee's indemnification obligations do not extend to the franchisor's own negligence, as the agreement states "Except as otherwise expressly provided in this Agreement". This means that unless the agreement explicitly states otherwise, the franchisee is responsible for defending, protecting, indemnifying, and holding harmless Circle K from any losses, costs, expenses, damages, and liabilities arising from various circumstances.
The franchisee's responsibility includes issues related to the agreement itself, the franchisee's negligence, the operation or use of the franchised location, including any additional business, contracts with third parties, or the equipment and supplies used. This extends to situations involving bodily injury, personal injury, property damage, or any violation of the rights of others. The franchisee is also responsible for any fines, penalties, assessments, environmental response costs, or injunctive obligations imposed on Circle K due to the franchisee's performance or the actions of their customers, employees, agents, contractors, and invitees.
This indemnification clause is fairly broad, placing significant responsibility on the Circle K franchisee to cover a wide range of potential liabilities. However, the clause explicitly states that it applies "except as otherwise expressly provided in this Agreement", which protects the franchisee from liability for Circle K's own actions unless specifically stated elsewhere in the agreement. Franchisees should carefully review the entire agreement to understand the full scope of their indemnification obligations and any exceptions that may apply.