What does the franchisee agree to indemnify City Wide against?
City_Wide Franchise · 2025 FDDAnswer from 2025 FDD Document
n Of Liability. IN NO EVENT SHALL CITY WIDE OR ANY OF ITS SUPPLIERS HAVE ANY LIABILITY TO FRANCHISEE OR ANY OTHER PERSON HEREUNDER FOR CONSEQUENTIAL, PUNITIVE, SPECIAL OR INCIDENTAL DAMAGES OF ANY KIND WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION OR ANY OTHER PECUNIARY LOSS) RELATED TO THIS AGREEMENT OR RESULTING FROM FRANCHISEE'S USE OR INABILITY TO USE THE TECHNOLOGY SYSTEM, ARISING FROM ANY CAUSE OF ACTION WHATSOEVER, INCLUDING CONTRACT, WARRANTY, STRICT LIABILITY, OR NEGLIGENCE (EVEN IF CITY WIDE HAS BEEN NOTIFIED OF THE POSSIBILITY OF SUCH DAMAGES). FRANCHISEE AGREES THAT IN NO EVENT SHALL CITY WIDE OR SUPPLIERS' LIABILITY HEREUNDER EXCEED THE AGGREGATE OF ALL AMOUNTS PAID TO CITY WIDE BY FRANCHISEE HEREUNDER.
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- Indemnification. Franchisee will indemnify, defend and hold harmless City Wide and its past, present and future officers, directors, agents, attorneys, employees, shareholders, successors, assigns and affiliates (collectively "City Wide Indemnities") from and against any and all expenses, damages, taxes, claims, suits, losses, actions, judgments, liabilities and costs, including City Wide Indemnities' reasonable attorney's fees and in-house counsel 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 in connection with City Wide's provision of IT Services, or otherwise related to or arising out of a Cyber Event.
Source: Item 22 — CONTRACTS (FDD page 65)
What This Means (2025 FDD)
According to City Wide's 2025 Franchise Disclosure Document, the franchisee agrees to indemnify, defend, and hold harmless City Wide and its related parties (officers, directors, agents, etc.) from various liabilities. Specifically, this indemnification covers any expenses, damages, taxes, claims, suits, losses, actions, judgments, liabilities, and costs, including reasonable attorney's fees and in-house counsel fees.
This broad indemnification obligation arises from any claim, action, judicial or administrative proceeding, personal injury, or damage to property. These claims must be connected to City Wide's provision of IT Services or otherwise related to or arising out of a Cyber Event.
Additionally, if City Wide temporarily operates the franchised business due to the franchisee's default, the franchisee will indemnify City Wide and its representatives against any acts or omissions related to the interests of the franchisee or third parties. This means the franchisee bears the financial responsibility for legal and other costs if City Wide is sued or incurs losses while running the business during a period of franchisee non-compliance. This indemnification survives the termination or expiration of the Franchise Agreement, meaning these obligations continue even after the franchise relationship ends.