What costs are included in the City Wide franchisee's indemnification obligations?
City_Wide Franchise · 2025 FDDAnswer from 2025 FDD Document
- 19.3 Franchisee will defend at Franchisee's own cost and indemnify and hold harmless CITY WIDE, its general partners (if ever any) and their shareholders, directors, officers, employees and agents, from and against any and all loss, costs, expenses (including, without limitation, reasonable accountants', attorneys' and expert witness fees, costs of investigation and proof of facts, court costs and other litigation expenses and travel and living expenses), damages and liabilities, however caused, resulting directly or indirectly from or pertaining to the use, condition, or construction, equipping, decorating, maintenance or operation of the Franchised Business, including the sale of any service sold from the Franchised Business and violation of Privacy Laws. Such loss, claims, costs, expenses, damages and liabilities will include, without limitation, those arising from latent or other defects in the Franchised Business, whether or not discoverable by CITY WIDE, and those arising from the death or injury to any person or arising from damage to the property of Franchisee or CITY WIDE, their respective agents or employees, or any third person, firm or corporation, whether or not such losses, claims, costs, expenses, damages, or liabilities were actually or allegedly caused wholly or in part through the negligence of CITY WIDE or any of its agents or employees or resulted from any strict liability imposed on CITY WIDE or any of its agents or employees. All such indemnification will survive termination of this Agreement.
Source: Item 22 — CONTRACTS (FDD page 65)
What This Means (2025 FDD)
According to City Wide's 2025 Franchise Disclosure Document, franchisees have specific indemnification obligations to protect City Wide from potential losses and liabilities. Specifically, the franchisee must defend and indemnify City Wide, including its partners, shareholders, directors, officers, employees, and agents, against any losses, costs, and expenses. These include reasonable accountant, attorney, and expert witness fees, costs for investigating and proving facts, court costs, other litigation expenses, and travel and living expenses. These costs can arise from the use, condition, construction, equipping, decorating, maintenance, or operation of the franchised business.
This indemnification extends to claims related to the services sold by the franchised business and any violations of privacy laws. The franchisee is responsible for losses, claims, costs, expenses, damages, and liabilities, including those stemming from latent defects in the franchised business, regardless of whether City Wide could have discovered them. This also covers incidents involving death or injury to any person or damage to property belonging to the franchisee, City Wide, their agents or employees, or any third party.
The franchisee's indemnification obligations apply whether or not the losses, claims, costs, expenses, damages, or liabilities were allegedly caused by the negligence of City Wide or its agents or employees, or resulted from strict liability imposed on City Wide or its agents or employees. These indemnification responsibilities survive the termination of the Franchise Agreement, meaning the franchisee remains liable even after the agreement ends.