In the Floyds 99 agreement, what are 'Franchisor Affiliates' defined as?
Floyds_99 Franchise · 2025 FDDAnswer from 2025 FDD Document
under this Agreement or upon Franchisor in connection with the sales made or business conducted by Developer (except any taxes Franchisor is required by law to collect from Developer with respect to purchases from Franchisor).
10.3 Indemnification. Developer shall indemnify, defend and hold harmless Franchisor, its subsidiaries, parents and affiliates, and their respective shareholders, equity owners, partners, directors, officers, managers, members, employees, agents, representatives, successors and assigns (the "Indemnified Parties"), against, and to reimburse them for all claims, obligations, damages, fines, suits, proceedings, demands or actions of any kind or nature, including reasonable attorneys' fees, from anyone whomsoever, arising or growing out of, or otherwise connected with Developer's activities, actions, or failure to act, under this Agreement, or directly or indirectly arising out of Developer's operation of the FLOYD'S 99 Shop(s) developed under this Agreement. For purposes of this indemnification, claims shall mean and include all obligations, actual and consequential damages and costs reasonably incurred in the defense of any claim against the Indemnified Parties (including any claims Developer brings against the Indemnified Parties), including, without limitation, reasonable accountants', attorneys' and expert witness fees, costs of investigation and proof of facts, court costs, other litigation expenses and travel and living expenses. Franchisor shall have the right to defend any such claim against it. This indemnity shall continue in full force and effect subsequent to and notwithstanding the expiration or termination of this Agreement.
Source: Item 23 — RECEIPT (FDD pages 58–229)
What This Means (2025 FDD)
According to the 2025 Floyds 99 Franchise Disclosure Document, the term "Franchisor Affiliates" is referenced within the context of indemnification. Specifically, the franchisee (referred to as "Developer" in this section) is required to protect and hold harmless not only the Franchisor but also its subsidiaries, parents, and affiliates. This extends to their respective shareholders, equity owners, partners, directors, officers, managers, members, employees, agents, representatives, successors, and assigns, who are collectively termed the "Indemnified Parties".
This means that a Floyds 99 franchisee's responsibility to indemnify covers a broad range of related entities and individuals associated with the franchisor. The franchisee is liable for claims, obligations, damages, fines, suits, proceedings, demands, or actions arising from their activities, actions, or failure to act under the agreement, or from the operation of their Floyds 99 shop. This indemnification includes covering all costs incurred in defending against any claims, including legal fees, investigation costs, and other litigation expenses.
For a prospective Floyds 99 franchisee, this clause highlights the importance of understanding the scope of their liability. It is crucial to operate the franchise in a manner that minimizes risk and potential claims, as the financial responsibility for any issues could extend beyond the franchised business itself to encompass the franchisor and its broader network of related parties. This also underscores the need for adequate insurance coverage and diligent adherence to the franchise agreement and operational standards set by Floyds 99.