Under what circumstances are the Indemnified Parties NOT indemnified by the Equipment Lessee regarding the Even Hotels equipment?
Even_Hotels Franchise · 2025 FDDAnswer from 2025 FDD Document
Equipment Lessee will indemnify The Coca-Cola Company and its affiliates and each of their officers, agents, employees, directors, shareholders, affiliates, successors, and assigns (hereinafter the "Indemnified Parties") against, and hold Indemnified Parties wholly harmless from, any and all claims, actions, suits, proceedings, demands, damages, and liabilities of whatever nature, and all costs and expenses, including without limitation Indemnified Parties' reasonable attorneys' fees and expenses, relating to or in any way arising out of (a) the ordering, delivery, rejection, installation, purchase, leasing, maintenance, possession, use, operation, control or disposition of the Equipment or any portion thereof; (b) any act or omission of Equipment Lessee, including but not limited to any loss or damage to or sustained by the Indemnified Parties arising out of Equipment Lessee's failure to comply with all the terms and conditions of this Lease; (c) any claims for liability in tort with respect to the Equipment, excepting only to the degree such claims are the result of the Indemnified Parties' negligent or willful acts.
Source: Item 23 — RECEIPTS (FDD pages 99–438)
What This Means (2025 FDD)
According to the 2025 Even Hotels Franchise Disclosure Document, the Equipment Lessee is obligated to indemnify The Coca-Cola Company and its affiliates, along with their officers, agents, employees, directors, shareholders, affiliates, successors, and assigns (collectively known as the "Indemnified Parties"). This indemnification covers claims, actions, suits, proceedings, demands, damages, and liabilities, as well as all associated costs and expenses, including reasonable attorneys' fees.
However, this indemnification does not apply to the degree that claims arise from the Indemnified Parties' own negligent or willful acts. In other words, if a claim or liability is a direct result of negligence or intentional misconduct by The Coca-Cola Company or its affiliates, the Equipment Lessee is not required to provide indemnification for Even Hotels.
This exception protects the Equipment Lessee from being held responsible for liabilities that are caused by the actions of the Indemnified Parties themselves. It is a standard provision in such agreements to ensure that one party is not liable for the other party's mistakes or intentional wrongdoing. This clause ensures Even Hotels franchisees are only responsible for liabilities arising from their own actions or the use of the equipment, not from the franchisor's or its affiliates' negligence or willful acts.