Who must the City Wide franchisee defend, indemnify, 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.
Source: Item 22 — CONTRACTS (FDD page 65)
What This Means (2025 FDD)
According to City Wide's 2025 Franchise Disclosure Document, the franchisee has specific obligations to defend, indemnify, and hold harmless certain parties.
The City Wide franchisee must defend, indemnify, and hold harmless City Wide itself, including its general partners, shareholders, directors, officers, employees, and agents. This means the franchisee is responsible for covering losses, costs, expenses, damages, and liabilities that these individuals or entities might incur due to the franchisee's business operations. These obligations extend to issues arising from the use, condition, construction, equipping, decorating, maintenance, or operation of the franchised business. This includes any services sold and violations of privacy laws.
This responsibility includes covering losses, claims, costs, expenses, damages, and liabilities arising from latent defects in the franchised business, even if City Wide couldn't discover them. It also extends to situations involving death or injury to any person or damage to property, regardless of whether such incidents were allegedly caused by the negligence of City Wide or its agents or employees, or resulted from strict liability imposed on them.
Furthermore, if City Wide temporarily operates the franchised business due to the franchisee's default, the franchisee must indemnify and hold harmless City Wide and its representatives for any actions or omissions related to the interests of the franchisee or third parties. These indemnification obligations survive the termination of the Franchise Agreement, meaning the franchisee's responsibility continues even after the agreement ends.