What liabilities must a Del Taco developer indemnify and hold Del Taco harmless from?
Del_Taco Franchise · 2025 FDDAnswer from 2025 FDD Document
(d) No one has any right to any fees or commissions incurred by the Developer in connection with this Agreement and the Developer shall indemnify and hold Del Taco harmless from all liabilities, costs and expenses (including reasonable attorneys' fees) in connection with any claims for fees or commissions.
(e) The Developer shall indemnify and hold Del Taco harmless from any liability, damage or cost (including reasonable attorneys' fees) as a result of claims, demands or judgments, of any kind or nature, by any person or entity, arising out of, or otherwise connected with, this Agreement, the Development Rights, the acquisition of any restaurant site, or the development or construction of any Restaurant.
Franchisee shall, to the fullest extent permissible under applicable law, indemnify and hold Del Taco and its affiliates, and each of Del Taco's respective officers, directors, shareholders, employees, and agents harmless against any and all claims, obligations, and damages arising directly or indirectly from, as a result of, or in connection with this Agreement, the Program Usage Agreement, Franchisee's use of the Platform, Franchisee and its employees', agents' and vendors' actions and inaction, or Franchisee's breach of this Agreement, including those alleged to be caused by Del Taco's negligence, as well as the costs, including attorneys' fees, costs, and expenses (and interest on such fees, costs, and expenses), of defending against them, unless (and then only to the extent that) the claims, obligations, and damages are determined to be caused solely by Del Taco's gross negligence or willful misconduct according to a final, unappealable ruling issued by a court or arbitrator with competent jurisdiction.
Source: Item 23 — RECEIPTS (FDD pages 59–325)
What This Means (2025 FDD)
According to the 2025 Del Taco Franchise Disclosure Document, a developer must indemnify and hold Del Taco harmless from specific liabilities. The developer is responsible for protecting Del Taco from any liabilities, damages, or costs, including reasonable attorney's fees, that arise from claims, demands, or judgments related to the Development Agreement, the Development Rights, the acquisition of any restaurant site, or the development or construction of any Restaurant.
Additionally, the developer must indemnify Del Taco from all liabilities, costs, and expenses, including reasonable attorneys' fees, related to any claims for fees or commissions incurred by the developer in connection with the Development Agreement. This means if anyone claims they are owed a fee or commission by the developer related to the agreement, the developer is responsible for defending Del Taco and covering any resulting costs.
Furthermore, the franchisee is obligated to indemnify and hold Del Taco and its affiliates harmless against any and all claims, obligations, and damages arising directly or indirectly from the Franchise Agreement, the Program Usage Agreement, the franchisee's use of the Platform, the actions and inactions of the franchisee and its employees, agents, and vendors, or the franchisee's breach of the Agreement. This includes covering the costs, including attorneys' fees, of defending against such claims, unless the claims are determined to be caused solely by Del Taco's gross negligence or willful misconduct.
These indemnification clauses are standard in franchise agreements and serve to protect Del Taco from potential legal and financial liabilities arising from the developer's actions or inactions. Prospective developers should carefully review these clauses with legal counsel to fully understand the scope of their obligations and potential financial exposure.