Who are considered 'Indemnitees' that a Desi District franchisee must indemnify?

According to Desi District's 2024 Franchise Disclosure Document, as part of the franchise agreement, a franchisee is required to indemnify specific parties, referred to as "Indemnitees." These Indemnitees include Desi District Franchise Group, its parent entities, subsidiaries, and affiliates. The definition extends to their respective owners, directors, officers, employees, agents, successors, and assignees. This means a franchisee is responsible for protecting these individuals and entities from losses arising from the operation of the Desi District business.

The franchisee's obligation to indemnify covers all losses in any action against Desi District Franchise Group or any Indemnitee that is directly or indirectly related to the operation of the Desi District business. However, the franchisee is not required to indemnify an Indemnitee for actions resulting from the Indemnitee's intentional misconduct or negligence. It is important to note that any delay or failure by an Indemnitee to notify the franchisee of an action does not relieve the franchisee of their indemnity obligation unless the delay materially prejudices the franchisee.

The agreement also specifies that an Indemnitee has the option to assume the defense of any action subject to indemnification. If an Indemnitee chooses to do so, they control all aspects of defending the action, including negotiations and settlement, but at the franchisee's expense. This assumption of defense does not diminish the franchisee's underlying obligation to indemnify the Indemnitees. Furthermore, the franchisee cannot settle an action without the Indemnitee's consent, and the indemnity obligation remains in effect even after the franchise agreement ends.