Which section of the City Wide Franchise Agreement outlines the franchisee's indemnification obligations?
City_Wide Franchise · 2025 FDDAnswer from 2025 FDD Document
15.1 Termination of this Agreement will not relieve Franchisee of any right, duty, covenant, or obligation relating to the use of the Marks, the Software, the confidentiality and use of the Confidential Information, the maintenance of statements and records and inspection and auditing of records, covenants relating to non-competition, and other Franchisee covenants, Franchisee's post-term obligations, indemnification, and independent contractor status, the availability of equitable relief and payment of costs and expenses, governing law and dispute resolution, severability and construction, and acknowledgments under the Franchise Agreement or any other Agreement.
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.
In order to prevent any interruption of the operation of the Franchised Business which would cause harm to or depreciate its value, in the event that Franchisee is absent, dies or becomes incapacitated as defined in this Agreement, and in the sole and absolute judgment of CITY WIDE is not able to operate the Franchised Business, Franchisee authorizes CITY WIDE to operate the Franchised Business for so long as CITY WIDE deems necessary and practical, and without waiver of any other rights or remedies CITY WIDE may have under this Agreement; provided, however, that CITY WIDE will not be obligated to operate the Franchised Business. All monies from the operation of the Franchised Business during such period of operation by CITY WIDE will be kept in a separate account and the expenses of the business, including reasonable compensation and expenses for CITY WIDE's Representative, will be charged to that account. If CITY WIDE temporarily operates the Franchised Business for Franchisee, Franchisee will indemnify and hold harmless CITY WIDE and any Representative of CITY WIDE who may act under this section, from all claims arising from the acts and omissions of CITY WIDE and its Representative.
Source: Item 9 — FRANCHISEE'S OBLIGATIONS (FDD pages 28–29)
What This Means (2025 FDD)
According to City Wide's 2025 Franchise Disclosure Document, there are multiple sections addressing the franchisee's indemnification obligations. Section 15.1 notes that termination of the agreement does not relieve the franchisee of the duty of indemnification. Section 19.3 specifically requires the franchisee to defend and indemnify City Wide against losses, costs, expenses, damages, and liabilities resulting from the operation of the franchised business. Additionally, Section 21 states that if City Wide temporarily operates the franchised business for the franchisee, the franchisee will indemnify and hold harmless City Wide from all claims arising from the acts and omissions of City Wide and its representative.
Section 15.1 of the City Wide franchise agreement states that the franchisee's obligation to provide indemnification survives the termination of the agreement. This means that even after the franchise agreement ends, the franchisee may still be responsible for covering certain losses or liabilities incurred by City Wide.
Section 19.3 of the City Wide franchise agreement details the franchisee's duty to protect City Wide from any losses, costs, or damages related to the operation of the franchise. This includes legal fees, investigation costs, and any liabilities arising from the business's operation, encompassing potential defects in the business and injuries or damages to people or property, even if allegedly caused by City Wide's negligence. This obligation remains even after the termination of the agreement.
Section 21 of the City Wide franchise agreement clarifies that if City Wide steps in to operate the franchise due to the franchisee's absence, death, or incapacity, the franchisee is responsible for protecting City Wide from any claims that arise from City Wide's operation of the business. This ensures that City Wide is not held liable for issues that occur while they are managing the franchise on behalf of the franchisee.