Under what circumstances is an Ella Cafe franchisee NOT obligated to indemnify an Indemnitee?
Ella_Cafe Franchise · 2024 FDDAnswer from 2024 FDD Document
At its sole expense, Franchisee shall furnish evidence satisfactory to Franchisor that the Coffee House is designed, constructed, and altered in compliance, at all times, with the requirements of the Americans With Disabilities Act of 1990, the regulations now or hereafter adopted pursuant thereto, and any and all applicable state or local laws, statutes, ordinances, rules and regulations concerning public accommodations for disabled persons now or hereafter in effect.
Franchisee shall indemnify, defend, and hold harmless the Franchisor from and against any and all claims, judgments, damages, penalties, fines, costs, liabilities and losses (including, without limitation, reasonable attorney's fees and disbursements) arising from Franchisee's failure to comply with this obligation.
Source: Item 22 — CONTRACTS (FDD page 50)
What This Means (2024 FDD)
According to Ella Cafe's 2024 Franchise Disclosure Document, a franchisee is obligated to indemnify and hold the franchisor harmless from claims, judgments, damages, penalties, fines, costs, liabilities, and losses, including attorney's fees, if the claims arise from the franchisee's failure to comply with the Americans With Disabilities Act (ADA) requirements. This obligation extends to ensuring the Ella Cafe location is designed, constructed, and altered in compliance with the ADA and all applicable state and local laws regarding public accommodations for disabled persons.
However, the FDD does not explicitly state the circumstances under which an Ella Cafe franchisee would NOT be required to indemnify the Indemnitee. The document focuses on the franchisee's responsibility to comply with ADA regulations and the consequences of failing to do so.
To fully understand the scope of the indemnification obligations and any potential exceptions, a prospective Ella Cafe franchisee should ask the franchisor for clarification on situations where the franchisee would not be required to indemnify the franchisor. This would provide a clearer picture of the franchisee's potential liabilities and responsibilities under the franchise agreement.