Under what circumstances is a Desi District franchisee required to indemnify the Indemnitees?

According to Desi District's 2024 Franchise Disclosure Document, a franchisee is generally required to indemnify and defend the Indemnitees against all losses in any action related to the operation of the Desi District business. The Indemnitees include Desi District Franchise Group, its parent entities, subsidiaries, affiliates, and their respective owners, directors, officers, employees, agents, successors, and assignees. This means that if a claim or lawsuit arises directly or indirectly from the franchisee's business operations, the franchisee will be responsible for covering the losses and legal defense costs incurred by the Indemnitees.

However, the franchisee is not obligated to indemnify an Indemnitee if the actions arise from the Indemnitee's intentional misconduct or negligence. Additionally, 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 franchisee is also prohibited from settling any action without the Indemnitee's consent.

Desi District also has the option to assume the defense of any action subject to indemnification, controlling all aspects of the defense, including negotiations and settlement, at the franchisee's expense. This assumption of defense by Desi District does not diminish the franchisee's obligation to indemnify the Indemnitees. This indemnity agreement remains in effect even after the franchise agreement ends, meaning that the franchisee's responsibility for indemnification can extend beyond the term of the franchise agreement.