What is the definition of an 'Indemnifiable Claim' in the Dog Haus agreement?
Dog_Haus Franchise · 2025 FDDAnswer from 2025 FDD Document
- 14.4 Indemnification. Area Developer and its Owners and Affiliates (collectively, the "Indemnitors") shall indemnify, defend and hold harmless to the fullest extent permitted by Applicable Law, Franchisor, its Affiliates and their respective directors, officers, employees, shareholders and agents (collectively, the "Indemnitees"), from any and all "Losses and Expenses" incurred in connection with any litigation or other form of adjudicatory procedure, claim, demand, investigation, or formal or informal inquiry (regardless of whether same is reduced to judgment) or any settlement thereof, and regardless of whether the same is between Indemnitors and Indemnities (collectively, an "Indemnifiable Claim") which arises directly or indirectly from, as a result of, or in connection with Area
Source: Item 23 — RECEIPTS (FDD pages 87–328)
What This Means (2025 FDD)
According to Dog Haus's 2025 Franchise Disclosure Document, an "Indemnifiable Claim" is defined as any litigation, adjudicatory procedure, claim, demand, investigation, or formal or informal inquiry, regardless of whether it is reduced to judgment or involves a settlement. This applies whether the claim is between the Indemnitors (Area Developer, its Owners, and Affiliates) and Indemnitees (Dog Haus, its Affiliates, and their respective directors, officers, employees, shareholders, and agents).
This type of claim must arise directly or indirectly from, as a result of, or in connection with the Area Developer's operation of a Dog Haus Restaurant. This definition is broad, covering a wide range of potential legal issues that could arise from the franchisee's business operations. It also applies regardless of whether the Losses and Expenses resulted from any strict or vicarious liability imposed by law on Area Developer.
However, the indemnity does not apply to liability arising from the gross negligence of Dog Haus, except in cases of joint liability where the indemnification extends to comparative or contributory negligence attributable to the Area Developer. This means that if Dog Haus is grossly negligent, the franchisee is not required to indemnify them unless the franchisee's own negligence also contributed to the issue. Prospective franchisees should understand the scope of this indemnification and the circumstances under which they might be responsible for covering Dog Haus's losses and expenses.