What articles in the Cordova franchise agreement address indemnification?
Cordova Franchise · 2025 FDDAnswer from 2025 FDD Document
ewal," the subarticle 15.B.(8) is supplemented with the addition of the following language:
- ; provided, however, that all rights and causes of action arising in favor of Franchisee from the provisions of New York General Business Law Sections 680-695 and the regulations issued thereunder, shall remain in force; it being the intent of this provision that the non-waiver provisions of N.Y. Gen. Bus. Law Sections 687.4 and 687.5 be satisfied.
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- Article 18 of the Franchise Agreement and, under the heading "Enforcement and Construction," shall be supplemented by the addition of the following new subarticle 18.Z. to the Franchise Agreement:
Nothing in this Agreement should be considered a waiver of any right conferred upon franchisee by New York General Business Law, Sections 680-695.
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- There are circumstances in which an offering made by Cordova Franchising, LLC would not fall within the scope of the New York General Business Law, Article 33, such as when the offer and acceptance occurred outside the State of New York. However, an offer or sale is deemed made in New York if you are domiciled in New York or the Outlet will be opening in New York. Cordova Franchising, LLC is required to furnish a New York prospectus to every prospective franchisee who is protected under the New York General Business Law, Article 33.
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- Each provision of this amendment shall be effective only to the extent, with respect to such provision, that the jurisdictional requirements of the New York General Business Law, are met independently without reference to this amendment.
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Source: Item 9 — FRANCHISEE'S OBLIGATIONS (FDD page 22)
What This Means (2025 FDD)
Based on the 2025 Cordova Franchise Disclosure Document, while the term "indemnification" isn't explicitly mentioned, several articles within the franchise agreement address liability, waivers, and legal rights, which are closely related to the concept of indemnification. For franchisees in New York, amendments to Articles 14, 15, and 18 ensure that franchisees do not waive rights conferred by New York General Business Law Sections 680-695. Similarly, for franchisees in Maryland, amendments to Articles 18.G and 18.I address dispute resolution and limitations of claims under the Maryland Franchise Registration and Disclosure Law.
For franchisees in North Dakota, amendments to Articles 6, 15, and 18 address the enforceability of non-compete covenants, general releases, consent to termination or liquidated damages, jurisdiction of courts outside of North Dakota, choice of law, waiver of trial by jury, and waiver of exemplary and punitive damages. Illinois franchisees also have specific protections, with amendments to Articles 18.F and 18.G ensuring Illinois law governs the agreements and addressing jurisdiction and venue. These amendments collectively modify the standard franchise agreement to comply with state-specific franchise laws, which often include provisions that protect franchisees from certain liabilities or require specific disclosures.
These modifications and stipulations within the Cordova franchise agreement serve to protect franchisees by ensuring compliance with local laws and preventing the waiver of certain legal rights. Prospective franchisees should carefully review these state-specific amendments and understand how they impact their rights and obligations. It is advisable to consult with a legal professional to fully understand the implications of these clauses and how they relate to indemnification and liability within the context of the franchise agreement.