Does the existence or non-existence of Eos Worldwide's insurance relieve the franchisee of liability under the indemnification provisions?
Eos_Worldwide Franchise · 2025 FDDAnswer from 2025 FDD Document
(a) You agree to indemnify, defend and hold harmless us, our affiliates and our and our affiliates' respective members, directors, officers, owners, employees, agents, contractors, advisors, successors and assignees (each an "Indemnified Party" and collectively the "Indemnified Parties") against and to reimburse each Indemnified Party for all losses, expenses, judgments, settlements, claims, liabilities, investigations, reasonable legal fees, costs (including, without limitation, expert witness fees, court costs, accounting fees, travel and living expenses) and damages arising out of any claim directly or indirectly related to the operation of your Franchise or your Franchised Business, or arising out of a breach of this Agreement or any other agreement you sign with us or any affiliate of ours in connection with your Franchise as well as any and all of your obligations to file and pay taxes described in this Agreement; provided, however, that you shall not be required to hold harmless or indemnify us for any losses relating to any claim to the extent suc
Source: Item 23 — RECEIPTS (FDD pages 74–246)
What This Means (2025 FDD)
According to Eos Worldwide's 2025 Franchise Disclosure Document, franchisees are obligated to indemnify the franchisor and related parties. Specifically, franchisees must defend and hold harmless Eos Worldwide, its affiliates, and their members, directors, officers, owners, employees, agents, contractors, advisors, successors, and assignees (referred to as "Indemnified Parties") from losses, expenses, judgments, settlements, claims, liabilities, investigations, legal fees, costs, and damages. These liabilities arise from any claim directly or indirectly related to the operation of the franchisee's business or any breach of the Franchise Agreement. This also includes obligations to file and pay taxes as outlined in the agreement.
However, the franchisee is not required to indemnify Eos Worldwide for losses relating to any claim to the extent such losses are caused by the gross negligence or willful misconduct of the Indemnified Parties. The FDD states that the franchisee's indemnification obligations are separate from any insurance coverage they may have. The existence or extent of insurance does not relieve the franchisee from their duty to indemnify Eos Worldwide.
This means that even if a franchisee has insurance, they are still responsible for covering the costs and liabilities specified in the indemnification clause, subject to the exception for gross negligence or willful misconduct by Eos Worldwide. Franchisees should consult with legal and insurance professionals to fully understand their indemnification obligations and ensure they have adequate insurance coverage to protect themselves against potential claims.