Under what circumstances is a Fly To Fit franchisee NOT obligated to indemnify an Indemnitee?
Fly_To_Fit Franchise · 2024 FDDAnswer from 2024 FDD Document
Notwithstanding the foregoing, Franchisee shall not be obligated to indemnify an Indemnitee from Actions arising as a result of any Indemnitee's intentional misconduct or negligence. Any delay or failure by an Indemnitee to notify Franchisee of an Action shall not relieve Franchisee of its indemnity obligation except to the extent (if any) that such delay or failure materially prejudices Franchisee.
Source: Item 22 — CONTRACTS (FDD page 44)
What This Means (2024 FDD)
According to Fly To Fit's 2024 Franchise Disclosure Document, a franchisee is generally required to indemnify Fly To Fit Franchise and its related parties (Indemnitees) against losses from actions related to the operation of the Fly To Fit business. However, this obligation has specific limitations.
The Fly To Fit franchisee is not obligated to indemnify an Indemnitee if the actions arise as a result of the Indemnitee's intentional misconduct or negligence. This means that if Fly To Fit or its related parties are directly responsible for damages through their own deliberate or careless actions, the franchisee is not required to cover their losses.
Additionally, any delay or failure by an Indemnitee to promptly notify the Fly To Fit franchisee of an action that could lead to a claim does not automatically relieve the franchisee of their obligation to indemnify. The franchisee is only relieved of this obligation if the delay or failure to notify them materially prejudices their ability to defend against the action. This provision ensures that franchisees are not held responsible for losses if they are significantly hampered in their defense due to delayed notification.