Does the Focus Cfo franchisee's indemnification obligation survive the termination of the franchise agreement?
Focus_Cfo Franchise · 2025 FDDAnswer from 2025 FDD Document
Franchisee and Equity Owner shall hold harmless, defend and indemnify Focus CFO, any affiliate of Focus CFO, all employees, officers, directors, managers, members, franchisees, licensees, successors and assigns of Focus CFO and Focus CFO affiliates (collectively "Focus CFO Indemnitees") from and against all losses, damages, fines, costs, expenses or liabilities (including reasonable attorneys' fees, costs of investigation, expert fees and disbursements and all other costs of investigation, arbitration and/or litigation, court costs, settlement amounts, judgments, and compensation for damages to Focus CFO's reputation and goodwill) incurred in connection with any action, suit, demand, claim, investigation or proceeding, or any settlement thereof, which arises from or is based upon Franchisee's: (i) violation, breach or asserted violation of any federal, state or local law, regulation or rule; (ii) the commission of an act or omission involving a felony or involving fraud, embezzlement or other criminal conduct; (iii) material breach of any representation, warranty, covenant or provision of this Agreement or any other agreement between Franchisee and Focus CFO; (iv) gross negligence or intentional acts, especially related to work performed for a Focus CFO client, (v) infringement or alleged infringement, of a third party's patent, copyright, trademark, tradename, trade secrets or other intellectual property or the misuse or disclosure of third party confidential information or (vi) any behavior causing physical harm to an individual or property or behavior which is coercive, threatening, abusive, exploitive, harassing (including sexual, verbal or physical harassment) or which is otherwise inappropriate in a workplace or professional environment.
The obligations of Franchisee and Equity Owner in this Section shall expressly survive the expiration or early termination of this Agreement.
Furthermore, Franchisee and Equity Owner agree that their obligations and liabilities under this Section are joint and several.
Source: Item 23 — Receipts (FDD pages 37–126)
What This Means (2025 FDD)
According to the 2025 Focus Cfo Franchise Disclosure Document, the franchisee's indemnification obligations do survive the termination of the franchise agreement. The franchisee and their equity owner must hold harmless, defend, and indemnify Focus CFO and its affiliates against all losses, damages, fines, costs, expenses, or liabilities, including attorney's fees, arising from various actions or omissions by the franchisee. These include violations of laws, criminal acts, breaches of the franchise agreement, gross negligence, intellectual property infringement, or any behavior causing harm or being inappropriate.
This indemnification extends to covering Focus CFO Indemnitees from any expenses related to legal proceedings, investigations, settlements, judgments, and compensation for damages to Focus CFO's reputation and goodwill. The franchisee's obligations to indemnify Focus CFO expressly survive the expiration or early termination of the franchise agreement. This means that even after the franchise agreement ends, the franchisee remains responsible for any liabilities arising from their actions during the term of the agreement.
This survival clause is a standard practice in franchising, designed to protect the franchisor from potential liabilities stemming from the franchisee's conduct during the franchise term. Prospective Focus Cfo franchisees should carefully consider the scope of these indemnification obligations and understand that they could face financial responsibility for certain actions even after the franchise relationship has ended. Franchisees should also be aware that their obligations and liabilities under this section are joint and several, meaning each party is fully responsible for the entire debt.