Who are the Indemnified Parties under the Floyds 99 indemnification clause?
Floyds_99 Franchise · 2025 FDDAnswer from 2025 FDD Document
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 indemnified parties under the indemnification clause include Floyds 99 Franchising, LLC, along with its subsidiaries, parents, and affiliates. This extends to their respective shareholders, equity owners, partners, directors, officers, managers, members, employees, agents, representatives, successors, and assigns.
This means that if a franchisee's actions, activities, or failure to act leads to any claims, obligations, damages, fines, suits, proceedings, demands, or actions, the franchisee is responsible for protecting these individuals and entities. This protection includes covering all reasonable attorneys' fees and costs associated with defending against such claims.
The indemnification clause remains in effect even after the franchise agreement expires or is terminated. This highlights the importance of franchisees understanding their responsibilities and potential liabilities throughout their involvement with the Floyds 99 franchise. Franchisees should seek legal counsel to fully understand the scope of this clause and its implications for their business operations.