What is the Developer required to do to indemnify the Floyds 99 Franchisor?
Floyds_99 Franchise · 2025 FDDAnswer from 2025 FDD Document
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 Developer (franchisee) is required to indemnify, defend, and hold harmless Floyds 99 Franchisor and its associated parties. This means the franchisee must protect the franchisor from any claims, obligations, damages, fines, suits, proceedings, demands, or actions, including reasonable attorneys' fees, that arise from the franchisee's activities, actions, or failure to act under the Development Agreement, or from the operation of the Floyds 99 shops developed under the agreement. This obligation extends to reimbursing the franchisor for all related costs.
This indemnification covers all obligations, actual and consequential damages, and costs reasonably incurred in defending any claim against the franchisor. This includes, but is not limited to, accountants', attorneys', and expert witness fees, costs of investigation, court costs, litigation expenses, and travel and living expenses. The franchisor retains the right to defend any claim made against it.
The obligation to indemnify Floyds 99 continues even after the Development Agreement expires or is terminated. This means that even if the franchise relationship ends, the franchisee remains responsible for any liabilities arising from their actions during the term of the agreement. This is a standard clause in franchise agreements, designed to protect the franchisor from potential liabilities caused by the franchisee's business operations.
In practical terms, this clause means a Floyds 99 franchisee needs to operate their business responsibly and in compliance with all applicable laws and regulations. They should also maintain adequate insurance coverage to protect against potential claims. Failure to do so could result in significant financial liabilities for which the franchisee would be personally responsible.