Who are the 'CSM Indemnitees' that a Crawlspace Medic Developer must indemnify?
Crawlspace_Medic Franchise · 2024 FDDAnswer from 2024 FDD Document
te set forth in this Agreement.
- 8.7 No Defense. Developer expressly agrees that the existence of any claims he or she may have against Franchisor, whether or not arising from this Agreement, shall not constitute a defense to the enforcement by Franchisor of the covenants in this Section.
- 9 INDEMNIFICATION. TO THE FULLEST EXTENT PERMITTED BY LAW, DEVELOPER AGREES TO EXONERATE AND INDEMNIFY AND HOLD HARMLESS CSM FRANCHISE GROUP, LLC, AND ANY ITS PARENT COMPANY, SUBSIDIARIES, DIVISIONS, AFFILIATES, SUCCESSORS, ASSIGNS AND DESIGNEES, AS WELL AS THEIR DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, SHAREHOLDERS, SUCCESSORS, DESIGNEES AND REPRESENTATIVES (COLLECTIVELY REFERRED TO AS THE "CSM INDEMNITEES"), FROM ALL CLAIMS BASED UPON, ARISING OUT OF, OR IN ANY WAY RELATED TO THE DEVELOPMENT, OPERATION, CONDITION, OR ANY PART OF ANY OF DEVELOPER'S CRAWLSPACE MEDIC OUTLETS TO BE DEVELOPED HEREUNDER, THE PRODUCTS, THE PREMISES, OR ANY ASPECT OF THE REAL ESTATE CONNECTED TO ANY OF SUCH CRAWLSPACE MEDIC OUTLETS, WHETHER CAUSED BY DEVELOPER'S AGENTS OR EMPLOYEES, OR ARISING FROM DEVELOPER'S ADVERTISING OR BUSINESS PRACTICES, REGARDLESS OF WHETHER THE ALLEGED INJURY OR LIABILITY IS CAUSED IN WHOLE OR IN PART BY ANY NEGLIGENT ACT
OR OMISSION OF THE CSM INDEMNITEES. DEVELOPER AGREES TO PAY FOR ALL THE CSM INDEMNITEES' LOSSES, EXPENSES (INCLUDING, BUT NOT LIMITED TO ATTORNEYS' FEES) OR CONCURRENT OR CONTRIBUTING LIABILITY INCURRED IN CONNECTION WITH ANY ACTION, SUIT, PROCEEDING, INQUIRY (REGARDLESS OF WHETHER THE SAME IS REDUCED TO JUDGMENT OR DETERMINATION), OR ANY SETTLEMENT THEREOF FOR THE INDEMNIFICATION GRANTED BY DEVELOPER HEREUNDER.
Source: Item 22 — CONTRACTS (FDD page 42)
What This Means (2024 FDD)
According to Crawlspace Medic's 2024 Franchise Disclosure Document, a developer must indemnify the 'CSM Indemnitees.' These include CSM Franchise Group, LLC, its parent company, subsidiaries, divisions, affiliates, successors, assigns, and designees. The indemnification also extends to their directors, officers, employees, agents, shareholders, successors, designees, and representatives.
This means the Crawlspace Medic developer is responsible for protecting these individuals and entities from claims related to the developer's Crawlspace Medic outlets. This includes claims arising from the development, operation, condition, or any part of the outlets, the products, the premises, or any aspect of the real estate connected to the outlets. The developer's responsibility extends to issues caused by their agents or employees, or from their advertising or business practices.
The indemnification obligation applies regardless of whether the alleged injury or liability is partly or wholly caused by any negligent act or omission of the CSM Indemnitees themselves. The developer is responsible for covering all losses and expenses, including attorney's fees, incurred by the CSM Indemnitees in connection with any action, suit, proceeding, or inquiry related to the indemnification. The CSM Indemnitees have the right to select and appoint independent counsel to represent them in any covered action or proceeding, and the developer must reimburse them for these costs as they are incurred.