What parties are included in the definition of "Indemnified Parties" that a Cool Binz franchisee must indemnify?
Cool_Binz Franchise · 2025 FDDAnswer from 2025 FDD Document
You must protect, defend, and indemnify us, and all of our past, present, and future shareholders, direct and indirect parent companies, subsidiaries, affiliates, officers, directors, employees, attorneys, and designees (the "Indemnified Parties"), and hold Indemnified Parties harmless from and against any and all costs and expenses, including attorneys' fees, court costs, losses, liabilities, damages, claims and demands of every kind or nature on account of any actual or alleged loss, injury, or damage to any person, firm, or corporation, or to any property arising out of, or in connection with, your operation of the COOL BINZ Business. Your obligation to indemnify us will survive the termination or expiration of your Franchise Agreement.
Under no circumstances will we, or any other Indemnified Party, be required to seek recovery from any insurer or other third party, in order to maintain and recover fully a claim against you. You agree that a failure to pursue recovery against others will in no way reduce or alter the amounts we or another Indemnified Party may recover from you.
Source: Item 23 — RECEIPTS (FDD pages 63–238)
What This Means (2025 FDD)
According to Cool Binz's 2025 Franchise Disclosure Document, the franchisee is required to protect, defend, and indemnify Cool Binz and its "Indemnified Parties". These "Indemnified Parties" include all of Cool Binz's past, present, and future shareholders, direct and indirect parent companies, subsidiaries, affiliates, officers, directors, employees, attorneys, and designees. This means the franchisee is responsible for covering costs and expenses, including attorneys' fees, court costs, losses, liabilities, damages, claims, and demands arising from the franchisee's operation of the Cool Binz business.
This indemnification clause extends to any actual or alleged loss, injury, or damage to any person, firm, or corporation, or to any property connected with the franchisee's Cool Binz business. The obligation to indemnify Cool Binz survives the termination or expiration of the Franchise Agreement, meaning the franchisee's responsibility continues even after the agreement ends.
The FDD specifies that neither Cool Binz nor any other Indemnified Party is required to seek recovery from any insurer or other third party before making a claim against the franchisee. The franchisee agrees that the failure to pursue recovery against others will not reduce or alter the amounts Cool Binz or another Indemnified Party may recover from the franchisee. This places a significant financial burden on the franchisee, as they could be held liable for substantial costs without Cool Binz first attempting to mitigate damages through other means.