Who are the 'Indemnitees' that the Face Foundrie Area Developer must indemnify?
Face_Foundrie Franchise · 2025 FDDAnswer from 2025 FDD Document
Area Developer shall indemnify and hold Franchisor, Franchisor's owners and affiliates, and their respective officers, directors, and employees (the "Indemnitees") harmless against any and all causes of action, claims, losses, costs, expenses, liabilities, litigation, damages or other expenses (including, but not limited to, settlement costs and attorneys' fees) arising directly or indirectly from, as a result of, or in connection with Area Developer's operation of the business contemplated hereunder (notwithstanding any claims that the Indemnitees are or were negligent).
Area Developer agrees that with respect to any threatened or actual litigation, proceeding or dispute which could directly or indirectly affect any of the Indemnitees, the Indemnitees shall have the right, but not the obligation, in their discretion, to: (i) choose counsel, (ii) direct, manage and/or control the handling of the matter; and (iii) settle on behalf of the Indemnitees, and/or Area Developer, any claim against the Indemnitees.
All vouchers, canceled checks, receipts, receipted bills or other evidence of payments for any such losses, liabilities, costs, damages, charges or expenses of whatsoever nature incurred by any Indemnitee shall be taken as prima facie evidence of Area Developer's obligation hereunder.
Source: Item 23 — RECEIPTS (FDD pages 74–257)
What This Means (2025 FDD)
According to Face Foundrie's 2025 Franchise Disclosure Document, the Area Developer is obligated to indemnify specific parties, referred to as "Indemnitees." These Indemnitees include Face Foundrie itself, its owners and affiliates, as well as their respective officers, directors, and employees. This means the Area Developer is responsible for protecting these individuals and entities from various potential liabilities.
The indemnification extends to any causes of action, claims, losses, costs, expenses, liabilities, litigation, damages, or other expenses, including settlement costs and attorneys' fees. These liabilities must arise directly or indirectly from, as a result of, or in connection with the Area Developer's operation of the Face Foundrie business. This obligation exists regardless of any claims that the Indemnitees were negligent.
Furthermore, Face Foundrie retains significant control over any threatened or actual litigation or disputes that could affect the Indemnitees. Face Foundrie has the right, but not the obligation, to choose counsel, direct the handling of the matter, and settle any claim on behalf of the Indemnitees and/or the Area Developer. All vouchers, canceled checks, receipts, receipted bills, or other evidence of payments for any losses, liabilities, costs, damages, charges, or expenses incurred by any Indemnitee will be considered prima facie evidence of the Area Developer's obligation to indemnify.