What is the definition of 'Indemnitees' according to the Crave Cookies franchise agreement?
Crave_Cookies Franchise · 2025 FDDAnswer from 2025 FDD Document
Franchisee shall indemnify and defend (with counsel reasonably acceptable to Crave Cookies Franchising) Crave Cookies Franchising, its parent entities, subsidiaries and affiliates, and their respective owners, directors, officers, employees, agents, successors and assignees (collectively, "Indemnitees") against all Losses in any Action by or against Crave Cookies Franchising and/or any Indemnitee directly or indirectly related to, or alleged to arise out of, the operation of the Business. Notwithstanding the foregoing, Franchisee shall not be obligated to indemnify an Indemnitee from Actions arising as a result of any Indemnitee's intentional misconduct or negligence. Any delay or failure by an Indemnitee to notify Franchisee of an Action shall not relieve Franchisee of its indemnity obligation except to the extent (if any) that such delay or failure materially prejudices Franchisee. Franchisee shall not settle an Action without the consent of the Indemnitee. This indemnity will continue in effect after this Agreement ends.
Source: Item 22 — CONTRACTS (FDD page 47)
What This Means (2025 FDD)
According to Crave Cookies's 2025 Franchise Disclosure Document, the term 'Indemnitees' in the franchise agreement refers to Crave Cookies Franchising, its parent entities, subsidiaries, and affiliates, along with their respective owners, directors, officers, employees, agents, successors, and assignees. This definition is important because it identifies the parties whom the franchisee is obligated to protect and defend under the indemnity provisions of the agreement.
The indemnity clause requires the franchisee to indemnify and defend the Indemnitees against all losses in any action related to the operation of the Crave Cookies business. This means that if a claim or lawsuit arises due to the franchisee's business operations, the franchisee is responsible for covering the legal costs and any resulting damages or settlements incurred by the Indemnitees. However, the franchisee is not required to indemnify an Indemnitee for actions arising from the Indemnitee's intentional misconduct or negligence.
The franchise agreement also states that an Indemnitee can choose to take over the defense of any action, controlling all aspects of the defense, including negotiations and settlement, at the franchisee's expense. This does not reduce the franchisee's obligation to indemnify the Indemnitees. Furthermore, the franchisee cannot settle any action without the Indemnitee's consent. This indemnity obligation remains in effect even after the franchise agreement ends, highlighting the long-term responsibility of the franchisee to protect the Indemnitees from liabilities arising from their operation of the Crave Cookies business.