Which section of the Focus Cfo Franchise Agreement outlines indemnification obligations?
Focus_Cfo Franchise · 2025 FDDAnswer from 2025 FDD Document
[Item 23: Receipts]
- 10.5.
Franchisee Indemnification.
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 9 — Franchisee's Obligations (FDD page 16)
What This Means (2025 FDD)
According to the 2025 Focus Cfo Franchise Disclosure Document, Section 10.5 of Item 23 outlines the franchisee's indemnification obligations. This section stipulates that the franchisee and their equity owner must defend, indemnify, and hold harmless Focus CFO and its affiliates from any losses, damages, costs, or liabilities. These liabilities include attorney's fees, investigation costs, and settlement amounts that arise from any action, suit, claim, or proceeding related to the franchisee's actions.
The franchisee's indemnification responsibilities extend to various scenarios, including violations of laws, criminal conduct such as fraud or embezzlement, breaches of the Franchise Agreement, and acts of gross negligence or intentional misconduct, especially when related to work performed for a Focus CFO client. It also covers infringements of intellectual property, misuse of confidential information, and any behavior causing physical harm or creating an inappropriate workplace environment.
The obligations for indemnification survive the termination or expiration of the Franchise Agreement, meaning that even after the franchise relationship ends, the franchisee remains responsible for these potential liabilities. Furthermore, the franchisee and equity owner's obligations under this section are joint and several, making each party fully liable for the entire amount of any covered loss.