Under the Desi District franchise agreement, can an Indemnitee assume the defense of any Action?

According to Desi District's 2024 Franchise Disclosure Document, an Indemnitee has the option to assume the defense of any Action related to indemnification. This means that Desi District, its parent entities, subsidiaries, affiliates, and their respective owners, directors, officers, employees, agents, successors, and assignees can choose to take over the legal defense of a claim for which the franchisee is obligated to indemnify them.

This assumption of defense includes controlling all aspects of defending the Action, such as negotiations and settlement. However, the franchisee remains responsible for covering the expenses associated with the defense, and this undertaking by the Indemnitee does not reduce the franchisee's obligation to indemnify them.

This clause provides Desi District with significant control over the handling of legal claims related to the franchisee's business operations, ensuring that the defense aligns with their interests and standards. While the franchisee is still responsible for the costs, Desi District's involvement can potentially lead to a more favorable resolution, but it also means the franchisee relinquishes control over the legal strategy.