What does a Kidokinetics franchisee agree to indemnify the Franchisor against?
Kidokinetics Franchise · 2024 FDDAnswer from 2024 FDD Document
Franchisee and Franchisee's principals agree to indemnify, defend and hold Franchisor, its affiliates, and its respective members, directors, officers, employees, agents, partners, shareholders, agents, contractors, successors, assignees, personal representatives, heirs and legatees of all these persons or entities ("Indemnitees") harmless to the fullest extent permitted by law, from and against and to reimburse them for all claims, obligations, liabilities and damages ("Claims"), including any and all taxes, directly or indirectly arising out of, in whole or in part: (a) the operation of Franchisee's Kidokinetics Business, and Franchisee's advertising; (b) the use of the Marks and other Confidential Information; (c) the transfer of any interest in this Agreement or Franchisee's Kidokinetics Business in any manner not in accordance with this Agreement; (d) the infringement, alleged infringement, or any other violation or alleged violation by Franchisee or any of Franchisee's principals of any patent, mark or copyright or other proprietary right owned or controlled by third parties; or (e) libel, slander or any other form of defamation of Franchisor, the System, or System franchisees by Franchisee or any of Franchisee's principals.
For purposes of this indemnification, "Claims" will mean and include all obligations, actual, consequential, punitive and other damages, and costs reasonably incurred in the defense of any action, including attorneys', attorney assistants' and expert witness fees, costs of investigation and proof of facts, court costs, other litigation expenses, and travel and living expenses, whether or not such claims exceed the amount of insurance coverage available to Franchisor through Franchisee.
Franchisor has the right to defend any such claim against Franchisor in the manner Franchisor deems appropriate or desirable in Franchisor's discretion.
Such an undertaking by Franchisor will, in no manner or form, diminish Franchisee's and each of Franchisee's principals' obligations to indemnify the Indemnitees and to hold them harmless.
Source: Item 22 — CONTRACTS (FDD page 59)
What This Means (2024 FDD)
According to Kidokinetics's 2024 Franchise Disclosure Document, a franchisee agrees to indemnify, defend, and hold Kidokinetics, its affiliates, and their members, directors, officers, employees, agents, partners, shareholders, agents, contractors, successors, assignees, personal representatives, heirs, and legatees harmless from all claims, obligations, liabilities, and damages. This includes any and all taxes, directly or indirectly arising out of, in whole or in part, the operation of the franchisee's Kidokinetics business and advertising.
This indemnification extends to the use of Kidokinetics's marks and other confidential information, the transfer of any interest in the Franchise Agreement or the franchisee's Kidokinetics business in any manner not in accordance with the agreement, and any infringement, alleged infringement, or any other violation or alleged violation by the franchisee or any of the franchisee's principals of any patent, mark, copyright, or other proprietary right owned or controlled by third parties. It also covers libel, slander, or any other form of defamation of Kidokinetics, the System, or System franchisees by the franchisee or any of the franchisee's principals.
The term "Claims" includes all obligations, actual, consequential, punitive, and other damages, and costs reasonably incurred in the defense of any action, including attorneys', attorney assistants' and expert witness fees, costs of investigation and proof of facts, court costs, other litigation expenses, and travel and living expenses, whether or not such claims exceed the amount of insurance coverage available to Kidokinetics through the franchisee. Kidokinetics retains the right to defend any such claim against it in the manner it deems appropriate or desirable in its discretion, without diminishing the franchisee's obligation to indemnify and hold harmless the Indemnitees.