What does the franchisee have to do to indemnify City Wide under the Accounting Services Agreement?

According to City Wide's 2025 Franchise Disclosure Document, the franchisee is obligated to indemnify, defend, and hold harmless City Wide and its associated parties (officers, directors, agents, attorneys, employees, shareholders, successors, assigns, and affiliates), collectively referred to as "City Wide Indemnities." This obligation extends to any and all expenses, damages, taxes, claims, suits, losses, actions, judgments, liabilities, and costs, including reasonable attorney's fees and in-house counsel fees.

This indemnification requirement is triggered by any claim, action, judicial proceeding, administrative proceeding, personal injury, or damage to real or personal property that arises out of or is based on City Wide's provision of Services under the Accounting Services Agreement. It also applies to any breach of the Accounting Services Agreement by City Wide. Essentially, the franchisee is responsible for protecting City Wide from any legal or financial repercussions stemming from these specified situations.

This type of indemnification clause is common in franchise agreements, aiming to protect the franchisor from liabilities related to the franchisee's business operations or actions related to provided services. However, it's important for a prospective City Wide franchisee to carefully review the scope of this indemnification to understand the potential financial exposure and to ensure they have adequate insurance coverage to address these risks. Franchisees should consult with a legal and financial advisor to fully understand the implications of this clause.