Does the Circle K franchisee's indemnification obligation include actions or omissions by retail customers or consumers served by the franchisee?
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 Circle K's 2025 Franchise Disclosure Document, the franchisee's indemnification obligations do extend to actions or omissions by retail customers or consumers served by the franchisee.
Specifically, the franchisee must defend, protect, indemnify, and hold harmless Circle K and its affiliates from any losses, costs, expenses, damages, and liability arising out of the operation or use of the franchised location. This includes liabilities stemming from the performance, acts, or omissions by any retail customer or consumer served by the franchisee. This encompasses a broad range of potential incidents, including those involving employees, agents, contractors, and invitees of the franchisee, as well as the franchisee's resale customers and consumers.
This indemnification extends to various types of claims, such as personal injury, disease, death, property damage or loss, and any fines, penalties, assessments, environmental response costs, or injunctive obligations. The franchisee's responsibility covers any of these issues that are caused by, arise out of, or are in any way incidental to the actions of their customers or consumers.
This is a significant obligation for Circle K franchisees, as they are held responsible for the conduct of their customers on the premises. Franchisees should ensure they have adequate insurance coverage and implement robust risk management practices to mitigate potential liabilities arising from customer actions.