What is the definition of 'Claims' in the context of the Floors To Go indemnification clause?
Floors_To_Go Franchise · 2025 FDDAnswer from 2025 FDD Document
You agree to indemnify and hold us harmless from and against, and reimburse us for any and all claims, demands, losses, damages, judgments, orders, decrees, actions, lawsuits, proceedings, costs, liabilities, and expenses (including, but not limited to, reasonable attorneys' fees and costs of suit) of whatever kind or character (collectively "Claims"), on account of any actual or alleged loss, injury, or damage to any person, firm, or corporation, or to any property, arising out of or in connection with the membership, your Showroom, any and all claims of your Showroom customers, or the exercise or purported exercise by you of your rights hereunder, except the foregoing does not apply to: (i) Claims caused by our negligence; or (ii) the negligence of our employees, agents, or independent contractors; (iii) any Claims for which we have indemnified you pursuant to Section 4; or (iv) claims arising out of your proper reliance on or use of procedures or materials provided by us. This indemnification shall survive the termination of this Agreement.
Source: Item 23 — RECEIPTS (FDD pages 47–204)
What This Means (2025 FDD)
According to the 2025 Floors To Go Franchise Disclosure Document, the term "Claims" in the context of the indemnification clause is comprehensively defined. It encompasses any and all claims, demands, losses, damages, judgments, orders, decrees, actions, lawsuits, proceedings, costs, liabilities, and expenses, including reasonable attorneys' fees and costs of suit. These claims can be of any kind or character.
This definition of "Claims" relates to potential financial responsibilities of the franchisee. Floors To Go franchisees agree to indemnify, hold harmless, and reimburse Floors To Go for any of the aforementioned items that arise from loss, injury, or damage to any person, firm, or corporation, or to any property. This also includes claims from the franchisee's showroom customers or the franchisee's exercise of their rights under the agreement.
However, there are exceptions to this indemnification. Floors To Go franchisees are not responsible for claims caused by Floors To Go's negligence, the negligence of Floors To Go's employees, agents, or independent contractors, claims for which Floors To Go has indemnified the franchisee, or claims arising from the franchisee's proper reliance on or use of procedures or materials provided by Floors To Go. This indemnification obligation survives the termination of the franchise agreement, meaning that even after the agreement ends, the franchisee may still be responsible for certain claims.