What are the required actions a Hyper Kidz franchisee must take to be eligible for indemnification?
Hyper_Kidz Franchise · 2024 FDDAnswer from 2024 FDD Document
TO THE FULLEST EXTENT PERMITTED BY LAW, FRANCHISEE AGREES TO EXONERATE AND INDEMNIFY AND HOLD HARMLESS BOOMERANG FRANCHISE LLC AND ANY OF THESE COMPANIES' PARENT COMPANY, SUBSIDIARIES, DIVISIONS, AFFILIATES, SUCCESSORS, ASSIGNS AND DESIGNEES AS WELL AS THEIR DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, SHAREHOLDERS, SUCCESSORS, DESIGNEES AND REPRESENTATIVES (COLLECTIVELY REFERRED TO AS THE "HYPER KIDZ INDEMNITEES"), FROM ALL CLAIMS BASED UPON, ARISING OUT OF, OR IN ANY WAY RELATED TO THE OPERATION, CONDITION, OR ANY PART OF FRANCHISEE'S HYPER KIDZ® FRANCHISE, THE FRANCHISED BUSINESS, THE PRODUCTS, THE PREMISES, OR ANY ASPECT OF THE REAL ESTATE CONNECTED TO
FRANCHISEE'S FRANCHISED BUSINESS, WHETHER CAUSED BY FRANCHISEE, FRANCHISEE'S AGENTS OR EMPLOYEES, OR ARISING FROM FRANCHISEE'S ADVERTISING OR BUSINESS PRACTICES. FRANCHISEE AGREES TO PAY FOR ALL THE HYPER KIDZ INDEMNITEES' LOSSES, EXPENSES (INCLUDING, BUT NOT LIMITED TO ATTORNEYS' FEES) OR CONCURRENT OR CONTRIBUTING LIABILITY INCURRED IN CONNECTION WITH ANY ACTION, SUIT, PROCEEDING, INQUIRY (REGARDLESS OF WHETHER THE SAME IS REDUCED TO JUDGMENT OR DETERMINATION), OR ANY SETTLEMENT THEREOF FOR THE INDEMNIFICATION GRANTED BY FRANCHISEE HEREUNDER. THE HYPER KIDZ INDEMNITEES SHALL HAVE THE RIGHT TO SELECT AND APPOINT INDEPENDENT COUNSEL TO REPRESENT ANY OF THE HYPER KIDZ INDEMNITEES IN ANY ACTION OR PROCEEDING COVERED BY THIS INDEMNITY. FRANCHISEE AGREES THAT TO HOLD THE HYPER KIDZ INDEMNITEES HARMLESS, FRANCHISEE WILL REIMBURSE THE HYPER KIDZ INDEMNITEES AS THE COSTS AND EXPENSES ARE INCURRED BY THE HYPER KIDZ INDEMNITEES.
Source: Item 22 — CONTRACTS (FDD page 52)
What This Means (2024 FDD)
According to the 2024 Hyper Kidz Franchise Disclosure Document, as a franchisee, you agree to exonerate, indemnify, and hold harmless Boomerang Franchise LLC, its parent company, subsidiaries, divisions, affiliates, successors, assigns, designees, directors, officers, employees, agents, shareholders, successors, designees, and representatives (collectively referred to as the "Hyper Kidz Indemnitees") from all claims based upon, arising out of, or in any way related to the operation, condition, or any part of your Hyper Kidz franchise. This includes the franchised business, the products, the premises, or any aspect of the real estate connected to your franchised business.
This indemnification extends to claims caused by you, your agents, or employees, or arising from your advertising or business practices. You are responsible for paying all losses and expenses, including attorneys' fees, incurred by the Hyper Kidz Indemnitees in connection with any action, suit, proceeding, or inquiry, regardless of whether it results in a judgment or determination. The Hyper Kidz Indemnitees have the right to select and appoint independent counsel to represent them in any action covered by this indemnity, and you agree to reimburse them as costs and expenses are incurred.
In practical terms, this means that if someone sues Hyper Kidz due to something that happened at your franchise location or because of your actions, you will be responsible for covering Hyper Kidz's legal costs and any damages they are required to pay. This is a significant responsibility, and it's essential to understand the scope of your liability as a franchisee. Franchisees commonly bear responsibility for their business's actions, but the breadth of this clause underscores the importance of maintaining thorough insurance coverage and adhering strictly to Hyper Kidz's operational standards and legal compliance.