What is the extent of the indemnification agreement that a Crawlspace Medic franchisee makes to the franchisor?
Crawlspace_Medic Franchise · 2024 FDDAnswer from 2024 FDD Document
15.6.Indemnification. TO THE FULLEST EXTENT PERMITTED BY LAW, FRANCHISEE AGREES TO EXONERATE AND INDEMNIFY AND HOLD HARMLESS CSM FRANCHISE GROUP, LLC, CRAWLSPACE MEDIC, LLC, AND ANY OF EITHER'S PARENT COMPANY, SUBSIDIARIES, DIVISIONS, AFFILIATES, SUCCESSORS, ASSIGNS AND DESIGNEES (COLLECTIVELY REFERRED TO AS THE "CRAWLSPACE MEDIC INDEMNITEES") AS WELL AS THE CRAWLSPACE MEDIC INDEMNITEES' DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, SHAREHOLDERS, SUCCESSORS, DESIGNEES AND REPRESENTATIVES, FROM ALL CLAIMS BASED UPON, ARISING OUT OF, OR IN ANY WAY RELATED TO THE OPERATION, CONDITION, OR ANY PART OF FRANCHISEE'S CRAWLSPACE MEDIC FRANCHISE, THE FRANCHISED BUSINESS, THE PRODUCTS, THE PREMISES, OR ANY ASPECT OF THE REAL ESTATE CONNECTED TO FRANCHISEE'S FRANCHISED BUSINESS, WHETHER CAUSED BY FRANCHISEE, FRANCHISEE'S AGENTS OR EMPLOYEES, OR ARISING FROM FRANCHISEE'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 CRAWLSPACE MEDIC INDEMNITEES. FRANCHISEE AGREES TO PAY FOR ALL THE CRAWLSPACE MEDIC 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 FRANCHISEE HEREUNDER. THE CRAWLSPACE MEDIC INDEMNITEES SHALL HAVE THE RIGHT TO SELECT AND APPOINT INDEPENDENT COUNSEL TO REPRESENT ANY OF THE CRAWLSPACE MEDIC INDEMNITEES IN ANY ACTION OR PROCEEDING COVERED BY THIS INDEMNITY. FRANCHISEE AGREES THAT TO HOLD THE CRAWLSPACE MEDIC INDEMNITEES HARMLESS, FRANCHSIEE WILL REIMBURSE THE CRAWLSPACE MEDIC INDEMNITEES AS THE COSTS AND EXPENSES ARE INCURRED BY THE CRAWLSPACE MEDIC INDEMNITEES.
Source: Item 22 — CONTRACTS (FDD page 42)
What This Means (2024 FDD)
According to Crawlspace Medic's 2024 Franchise Disclosure Document, franchisees agree to indemnify Crawlspace Medic and its related entities to the fullest extent permitted by law. This means the franchisee will protect Crawlspace Medic from claims and liabilities related to the franchisee's business operations. This includes the franchisee's Crawlspace Medic franchise, the franchised business itself, the products and services offered, the premises where the business operates, and any real estate connected to the franchised business.
The indemnification extends to claims arising from the franchisee's actions, the actions of their agents or employees, and the franchisee's advertising or business practices. It applies regardless of whether the alleged injury or liability is partly or wholly due to any negligent act or omission by Crawlspace Medic itself. The franchisee is responsible for covering all losses and expenses incurred by Crawlspace Medic, including attorney's fees, related to any legal action, suit, proceeding, or inquiry, as well as any settlements.
Crawlspace Medic has the right to select and appoint its own legal counsel to represent them in any action covered by this indemnification. The franchisee must reimburse Crawlspace Medic for all costs and expenses as they are incurred. This section of the Franchise Agreement essentially makes the franchisee responsible for any legal or financial repercussions that arise from the operation of their Crawlspace Medic franchise, even if Crawlspace Medic is partially at fault. Franchisees should consult with a legal professional to fully understand the implications of this indemnification clause.