Under what circumstances is the franchisee NOT required to indemnify Floors To Go?
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, franchisees are generally required to indemnify Floors To Go against claims, losses, damages, and expenses arising from their membership, showroom operations, customer claims, or exercise of their rights under the franchise agreement. However, there are specific exceptions where this indemnification requirement does not apply.
Specifically, the Floors To Go franchisee is not required to indemnify Floors To Go for claims caused by Floors To Go's own negligence, or the negligence of its employees, agents, or independent contractors. Additionally, the franchisee is not required to indemnify Floors To Go for any claims for which Floors To Go has already indemnified the franchisee under Section 4 of the agreement. Finally, the franchisee is not required to indemnify Floors To Go for claims arising out of the franchisee's proper reliance on or use of procedures or materials provided by Floors To Go.
This provision clarifies the limits of the franchisee's responsibility for liabilities, ensuring they are not held responsible for issues stemming directly from Floors To Go's actions or materials. It is important for prospective franchisees to understand these exceptions, as they define the boundaries of their potential financial exposure under the franchise agreement.