What parties are included in the definition of "Indemnified Parties" that a Craters & Freighters franchisee must indemnify?
Craters_Freighters Franchise · 2025 FDDAnswer from 2025 FDD Document
Franchisee agrees, during the term of this Agreement and continuing after the termination or expiration of this Agreement, at Franchisee's own cost, to indemnify, defend, and hold harmless Franchisor, Franchisor's subsidiaries, and Franchisor's Affiliates, and their respective shareholders, directors, officers, employees, agents, successors, and assignees (each an "Indemnified Party" and, collectively, the "Indemnified Parties") from and against any and all claims, obligations, demands, losses, damages (including punitive damages), costs, suits, judgments, penalties, expenses (including reasonable attorneys' fees and amounts paid in settlement or compromise), and liabilities of any kind (collectively, "Claims"), however caused, directly or indirectly arising from or pertaining to the breach by Franchisee of its obligations under this Agreement or the operation of the Franchised Business. Such Claims will include, without limitation, those arising from the death or injury to any person or arising from damages to the property of Franchisee or Franchisor, their agents or employees, or any third person, firm, or corporation, whether or not such Claims were actually or allegedly caused wholly or in part through the active or passive negligence of Franchisor or any of its agents or employees or resulted from any strict liability imposed on Franchisor or any of its agents or employees. These indemnity obligations will continue in full force and effect subsequent to, and notwithstanding, the expiration or termination of this Agreement. Franchisor must have the right to defend any such claim against it.
Source: Item 22 — CONTRACTS (FDD pages 49–50)
What This Means (2025 FDD)
According to the 2025 Craters & Freighters Franchise Disclosure Document, a franchisee must indemnify and hold harmless certain parties, defined as "Indemnified Parties," during the term of the agreement and even after its termination or expiration. These Indemnified Parties include Craters & Freighters itself, its subsidiaries, and its affiliates. The obligation extends to their respective shareholders, directors, officers, employees, agents, successors, and assignees. This means the franchisee is responsible for defending these parties against claims.
The franchisee's duty to indemnify covers any and all claims, obligations, demands, losses, damages (including punitive damages), costs, suits, judgments, penalties, expenses (including reasonable attorneys' fees and amounts paid in settlement or compromise), and liabilities of any kind. These are broadly defined as "Claims" and encompass anything arising directly or indirectly from the franchisee's breach of the Franchise Agreement or the operation of the franchised business.
This indemnification extends to claims arising from death or injury to any person, or damages to the property of the franchisee, Craters & Freighters, their agents or employees, or any third party. This obligation applies regardless of whether the claims were allegedly caused by the active or passive negligence of Craters & Freighters or its agents, or resulted from strict liability imposed on them. Craters & Freighters retains the right to defend any claim against it, and these obligations remain in effect even after the agreement expires or terminates. However, in the State of Washington, the franchisee has no obligation to indemnify an indemnified party for losses caused solely and directly by that party's negligence, willful misconduct, strict liability, or fraud.