Who are the 'Indemnitees' that the Golden Corral franchisee must indemnify and hold harmless?
Golden_Corral Franchise · 2025 FDDAnswer from 2025 FDD Document
Franchisee shall indemnify and hold harmless to the fullest extent allowed by law, Franchisor, its affiliates and subsidiaries and each of their respective directors, officers, employees, shareholders and agents, (collectively, "Indemnitees") from any and all losses and expenses (as hereinafter defined) incurred in connection with any litigation or other form of adjudicatory procedure, claim, demand, investigation, or formal or informal inquiry (regardless of whether same is reduced to judgment) or any settlement thereof which arises directly or indirectly from, as a result of, or in connection with Franchisee's operation of the franchised business including, but not limited to, claims arising as a result of the maintenance and operation of vehicles or the franchised business premises or the claims of customers, employees and others (collectively, "Event"), and regardless of whether same resulted from any strict or vicarious liability imposed by law on the Indemnitees, provided, however, that this indemnity shall apply to any liability arising from the negligence of Indemnitees, unless prohibited by applicable State law, and shall not apply to the gross negligence of Indemnitees (except to the extent that joint liability is involved, in which event the indemnification provided herein shall extend to any finding of comparative negligence or contributory negligence attributable to Franchisee).
For the purpose of this Section 19.4, the term "losses and expenses" shall be deemed to include compensatory, exemplary, or punitive damages; fines and penalties; attorneys' fees; experts' fees; court costs; costs associated with investigating and defending against claims; settlement amounts; judgments; compensation for damages to the reputation and goodwill of Franchisor; and all other costs associated with any of the foregoing losses and expenses.
Franchisee shall give Franchisor prompt written notice of any event of which it is aware, for which indemnification is required, and, at the expense and risk of Franchisee, Franchisor may elect to assume (but under no circumstances is obligated to undertake) the defense and/or settlement thereof.
Source: Item 22 — CONTRACTS (FDD pages 84–85)
What This Means (2025 FDD)
According to Golden Corral's 2025 Franchise Disclosure Document, the Indemnitees that the franchisee is required to indemnify and hold harmless include Golden Corral Franchising Systems, Inc., its affiliates and subsidiaries, and each of their respective directors, officers, employees, shareholders, and agents. This means the franchisee is responsible for protecting these individuals and entities from losses and expenses related to the franchisee's operation of the Golden Corral business.
The franchisee's indemnification extends to losses and expenses incurred due to litigation, claims, demands, investigations, or inquiries arising directly or indirectly from the operation of the franchised business. This includes claims related to the maintenance and operation of vehicles or the business premises, as well as claims from customers, employees, and others. The obligation to indemnify applies regardless of whether the losses or expenses result from strict or vicarious liability imposed by law on the Indemnitees, and it can extend to liability arising from the negligence of Indemnitees, unless prohibited by applicable state law, but does not apply to the gross negligence of Indemnitees (except to the extent that joint liability is involved, in which event the indemnification provided herein shall extend to any finding of comparative negligence or contributory negligence attributable to Franchisee).
The term "losses and expenses" is broadly defined to include compensatory, exemplary, or punitive damages; fines and penalties; attorneys' fees; experts' fees; court costs; costs associated with investigating and defending against claims; settlement amounts; judgments; compensation for damages to the reputation and goodwill of Golden Corral; and all other costs associated with any of the foregoing losses and expenses. The franchisee is required to provide Golden Corral with prompt written notice of any event for which indemnification is required, and Golden Corral has the option, but not the obligation, to assume the defense and/or settlement of the matter at the franchisee's expense and risk. This indemnification obligation is a significant responsibility for the franchisee, potentially exposing them to substantial financial liabilities depending on the nature and extent of claims or legal actions.