What is the definition of "Claims" in the context of the Floyds 99 franchise agreement?
Floyds_99 Franchise · 2025 FDDAnswer from 2025 FDD Document
The Franchisor shall indemnify and hold the Franchisee harmless from, and reimburse the Franchisee for, any loss, liability, claim or damages (collectively, the "Claims"), and all reasonable costs, expenses and attorneys' fees incurred defending any Claims brought against the Franchisee, or in any action in which the Franchisee is named as a party, which arises out of or is related to the Franchisee's authorized use of any Mark or copyrighted work of the Franchisor, which use is in compliance with the terms of this Agreement.
The Franchisee shall timely notify the Franchisor of any Claims for which it is seeking indemnity hereunder.
The Franchisor, at its option, shall be entitled to control the defense of any action or proceeding involving any Claims.
Source: Item 22 — CONTRACTS (FDD pages 57–58)
What This Means (2025 FDD)
According to the 2025 Floyds 99 Franchise Disclosure Document, "Claims" are defined within the context of indemnification related to trademark or copyright infringement. Specifically, if a franchisee is sued for authorized use of Floyds 99's trademarks or copyrighted material, and that use was compliant with the franchise agreement, Floyds 99 will indemnify the franchisee.
This indemnification covers any loss, liability, claim, or damages, along with all reasonable costs, expenses, and attorney's fees incurred while defending against such claims. The franchisee is obligated to promptly inform Floyds 99 of any claims for which they seek indemnification, and Floyds 99 has the option to control the defense of any related legal actions or proceedings.
In another section regarding general indemnification, the FDD states that "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 Franchisee 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."
This means that if a franchisee is involved in a dispute related to the authorized use of Floyds 99's intellectual property, Floyds 99 will cover the franchisee's financial losses and legal expenses, provided the franchisee followed the terms of the franchise agreement. This protection extends to various costs, including attorney fees, investigation expenses, and court costs, offering a degree of financial security to the franchisee in such situations.