What specific costs are included in the developer's obligation to indemnify Crawlspace Medic?
Crawlspace_Medic Franchise · 2024 FDDAnswer from 2024 FDD Document
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. THE CSM INDEMNITEES SHALL HAVE THE RIGHT TO SELECT AND APPOINT INDEPENDENT COUNSEL TO REPRESENT ANY OF THE CSM INDEMNITEES IN ANY ACTION OR PROCEEDING COVERED BY THIS INDEMNITY. DEVELOPER AGREES THAT TO HOLD THE CSM INDEMNITEES HARMLESS, DEVELOPER WILL REIMBURSE THE CSM INDEMNITEES AS THE COSTS AND EXPENSES ARE INCURRED BY THE CSM INDEMNITEES.
Source: Item 22 — CONTRACTS (FDD page 42)
What This Means (2024 FDD)
According to the 2024 Crawlspace Medic Franchise Disclosure Document, the developer's indemnification obligations include covering all losses, expenses, and concurrent or contributing liability incurred by CSM Indemnitees. These costs arise from any action, suit, proceeding, or inquiry related to the development, operation, condition, or any part of the Crawlspace Medic outlets, products, premises, or real estate aspects. This obligation extends to situations caused by the developer's agents or employees, as well as from the developer's advertising or business practices, regardless of any negligence on the part of the CSM Indemnitees.
The developer is responsible for paying all of the CSM Indemnitees' losses, including attorney's fees, related to any legal actions or settlements. The CSM Indemnitees have the right to select independent counsel to represent them in any action covered by this indemnity.
To hold the CSM Indemnitees harmless, the developer must reimburse them as costs and expenses are incurred. This means the developer's financial responsibility arises as soon as these costs are incurred by Crawlspace Medic, not just after a final judgment. This broad indemnification clause places a significant financial burden on the developer to cover a wide range of potential liabilities associated with the Crawlspace Medic business.