Who are the City Wide Indemnities that the franchisee must indemnify?
City_Wide Franchise · 2025 FDDAnswer from 2025 FDD Document
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. City Wide will indemnify and hold Franchisee and its employees or agents ("Franchisee Indemnities") 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. All such indemnification will survive termination or expiration 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 is obligated to indemnify, defend, and hold harmless City Wide and its past, present, and future officers, directors, agents, attorneys, employees, shareholders, successors, assigns, and affiliates. These individuals and entities are collectively referred to as the "City Wide Indemnities." This indemnification extends to any expenses, damages, taxes, claims, suits, losses, actions, judgments, liabilities, and costs, including reasonable attorney's fees and in-house counsel fees.
This obligation arises from any claim, action, judicial proceeding, administrative proceeding, personal injury, or damage to real or personal property that is brought or threatened in connection with City Wide's provision of IT Services or otherwise related to or arising out of a Cyber Event. This means that if a third party sues City Wide for something related to the IT services provided or a cyber event, the franchisee is responsible for covering City Wide's legal costs and any resulting damages.
In contrast, City Wide will indemnify and hold the Franchisee and its employees or agents ("Franchisee Indemnities") 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. All such indemnification will survive termination or expiration of this Agreement.
This indemnification clause is a standard provision in franchise agreements, but it's crucial for a prospective City Wide franchisee to understand the scope of their responsibilities. They should carefully assess the potential risks associated with IT services and cyber events and ensure they have adequate insurance coverage to mitigate these risks. It is also important to note that this indemnification obligation survives the termination or expiration of the Franchise Agreement.