Who are the Indemnified Parties that the Floyds 99 franchisee must indemnify, defend, and hold harmless?
Floyds_99 Franchise · 2025 FDDAnswer from 2025 FDD Document
The Franchisee shall indemnify, defend and hold harmless the 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, fines, suits, proceedings, demands, actions of any kind and nature, and damages described in this Section 21.3, any and all obligations described in Section 21.2 and any and all claims and liabilities directly or indirectly arising out of or is based upon or related to this Agreement, the operation of the FLOYD'S 99 Shop or arising out of all acts and omissions of the Franchisee and its employees related to labor or employment practices, failure to comply with any applicable laws or regulations, or the use of the Marks and Licensed Methods in any manner not in accordance with 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 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.
The 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 22 — CONTRACTS (FDD pages 57–58)
What This Means (2025 FDD)
According to Floyds 99's 2025 Franchise Disclosure Document, the franchisee is required to indemnify, defend, and hold harmless specific parties, referred to as the "Indemnified Parties". These parties include Floyds 99 itself, along with its subsidiaries, parents, and affiliates. The indemnification extends to their respective shareholders, equity owners, partners, directors, officers, managers, members, employees, agents, representatives, successors, and assigns.
This means that the franchisee is financially responsible for protecting these Indemnified Parties from claims, obligations, fines, suits, proceedings, demands, and actions of any kind. This responsibility includes covering all associated damages and costs. The franchisee's duty to indemnify covers obligations related to payments to third parties as described in Section 21.2 of the franchise agreement, as well as claims and liabilities arising from the franchise agreement or the operation of the Floyds 99 shop.
The indemnification also extends to acts and omissions of the franchisee and their employees related to labor or employment practices, failure to comply with applicable laws or regulations, or the use of the Marks and Licensed Methods in any manner not in accordance with the Agreement. This broad coverage means franchisees must be vigilant in managing their business to avoid potential liabilities that could trigger the indemnification clause.
Furthermore, the definition of "claims" for indemnification purposes includes all obligations, actual and consequential damages, and costs reasonably incurred in defending against any claim, including accountant, attorney, and expert witness fees, costs of investigation, court costs, and other litigation expenses. Floyds 99 retains the right to defend any claim against it, adding another layer of control over potential legal situations. This indemnification obligation remains in effect even after the franchise agreement expires or is terminated.