For Jersey Mike's, who are considered the 'Indemnified Parties' that the Developer must indemnify?
Jersey_Mikes Franchise · 2025 FDDAnswer from 2025 FDD Document
Franchisor, Franchisor's Affiliates and their respective officers, directors, shareholders, partners, employees, agents, successors and assigns (collectively, "Indemnified Parties") from and against any and all claims, demands, legal proceedings, administrative inquiries, investigations and proceedings, damages, losses, judgments, settlements, fines, penalties, remedial actions, costs and expenses (including attorneys' fees) asserted against, incurred or sustained by any Indemnified Party, whether or not separately insured, that arise out of any acts, errors, or omissions of Developer, the Principals, Developer's Affiliates, independent contractors, and employees of Developer and Developer's Affiliates and any such other third parties without limitation and without regard to the cause or causes of the acts, errors, or omissions or the negligence (whether that negligence is sole, joint, or concurrent, and whether active or passive) or strict liability of Franchisor or any other party or parties arising in connection therewith, including but not limited to Developer's operation of the Developer's Business or use of any internet site or intranet network Franchisor develops, acts or claims arising from this Agreement, or acts or claims instituted by Developer's employees or by others related to Developer's employment practices.
11.4 Franchisor may elect (but under no circumstance be obligated) to undertake or assume the defense of any such claim, demand, inquiry, investigation or proceeding (an "Indemnified Matter"), and to conduct and supervise all settlement negotiations related to any Indemnified Matter.
However, Developer shall pay the legal fees and other expenses Franchisor incurs in connection with the investigation, defense and settlement of any Indemnified Matter Franchisor undertakes to defend or assume.
Franchisor's election to undertake or assume the defense or settlement of an Indemnified Matter in no way or circumstance extinguish or diminish Developer's obligation to indemnify and hold the Indemnified Parties harmless.
Source: Item 22 — CONTRACTS (FDD page 77)
What This Means (2025 FDD)
According to Jersey Mike's 2025 Franchise Disclosure Document, the "Indemnified Parties" that the Developer must protect and compensate include Jersey Mike's Franchisor, Franchisor's Affiliates and their respective officers, directors, shareholders, partners, employees, agents, successors and assigns. This means the developer is responsible for defending these parties against certain claims and covering their losses.
This obligation arises from any acts, errors, or omissions of the Developer, its Principals, Affiliates, independent contractors, and employees, as well as any related third parties. This extends to any cause of action, including negligence or strict liability, related to the Developer's business operations, use of internet sites, or claims arising from the Development Agreement. It also includes claims instituted by the Developer's employees or others related to the Developer's employment practices.
Jersey Mike's has the option, but not the obligation, to defend any claim, demand, inquiry, investigation, or proceeding. However, the Developer is still responsible for covering legal fees and other expenses that Jersey Mike's incurs during the investigation, defense, and settlement of any such matter. The Developer's duty to indemnify the Indemnified Parties remains even if Jersey Mike's chooses to defend or settle a claim.