Does the City Wide franchise agreement specify who the franchisee must defend and hold harmless?
City_Wide Franchise · 2025 FDDAnswer from 2025 FDD Document
press or implied, on behalf of CITY WIDE.
- 19.2 During the Term of this Agreement, Franchisee will hold itself out to the public as an independent contractor operating the business pursuant to a franchise from CITY WIDE. Franchisee will take such affirmative action as may be necessary to do so, including, without limitation, exhibiting a notice of that fact in a conspicuous place on the premises of the Franchised Business and on all forms, stationery, or other written materials, the content of which CITY WIDE reserves the right to specify.
- 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.
- 19.4 CITY WIDE will not, by virtue of any approvals, advice or services provided to Franchisee, assume responsibility or liability to Franchisee or any third parties to which CITY WIDE would not otherwise be subject.
**SECTION 20.
Source: Item 22 — CONTRACTS (FDD page 65)
What This Means (2025 FDD)
According to the 2025 City Wide Franchise Disclosure Document, the franchisee is required to defend, indemnify, and hold harmless City Wide, its general partners and their shareholders, directors, officers, employees, and agents. This obligation extends to any losses, costs, expenses, damages, and liabilities resulting directly or indirectly from the operation of the franchised business. This includes, but is not limited to, issues related to the use, condition, or construction of the business, the sale of services, and violations of privacy laws.
The franchisee's responsibility covers a broad range of potential issues, including latent defects in the franchised business, injuries or death to individuals, and damage to property. This holds true regardless of whether these issues were caused by the negligence of City Wide or its agents, or from strict liability imposed on them. The indemnification obligation survives the termination of the franchise agreement, meaning the franchisee's responsibility continues even after the agreement ends.
Conversely, City Wide will indemnify and hold the Franchisee and its employees or agents harmless from and against any and all expenses, damages, claims, suits, losses, actions, judgments, liabilities and costs, including Franchisee Indemnities' reasonable attorney's fees, arising out of or based on any claim, action, judicial proceeding, administrative proceeding, personal injury or damage to real or personal property brought or threatened as a result of any negligence or willful misconduct by City Wide. This obligation also survives termination or expiration of the Agreement.
This type of indemnification clause is standard in franchise agreements, aiming to protect the franchisor from liabilities arising from the franchisee's operation of the business. Prospective franchisees should carefully consider the scope of this clause and understand the potential financial implications of defending and indemnifying City Wide against various claims.