Who is included in the definition of "Indemnitees" that a Kidokinetics franchisee must indemnify?
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 must indemnify a group referred to as "Indemnitees". This group includes Kidokinetics, its affiliates, and their respective members, directors, officers, employees, agents, partners, shareholders, agents, contractors, successors, assignees, personal representatives, heirs, and legatees. This means that the franchisee is responsible for protecting these individuals and entities from claims, obligations, liabilities, and damages arising from the franchisee's business operations.
The franchisee's duty to indemnify the Indemnitees extends to claims related to the operation of the Kidokinetics business, advertising, use of trademarks and confidential information, and any unauthorized transfer of interest in the franchise agreement. It also covers infringements of intellectual property rights and defamation of Kidokinetics or its franchisees. The term "Claims" includes all obligations, actual, consequential, punitive, and other damages, as well as costs incurred in defending against any action, including legal fees and expenses.
Kidokinetics retains the right to defend any claim against it in any manner it deems appropriate, without diminishing the franchisee's obligation to indemnify the Indemnitees. This comprehensive indemnification clause places a significant responsibility on the franchisee to protect Kidokinetics and its related parties from potential liabilities and legal issues arising from the franchisee's operation of the business.