Does the Kitchen Solvers franchisee's obligation to indemnify extend to investigations and inquiries?
Kitchen_Solvers Franchise · 2025 FDDAnswer from 2025 FDD Document
You must, at all times, defend, indemnify, reimburse and hold harmless to the fullest extent permitted by law, us, or subsidiaries, affiliates, successors and assigns and the representative directors, officers, shareholders, employees, agents and representatives (collectively, the "Indemnitees") from all losses and expenses (including attorneys' fees), incurred in connection with any action, suit, proceedings, claims, demands, investigations, inquiries or liabilities, or any settlement thereof (whether or not a formal proceeding or action is instituted) of any nature whatsoever arising in any manner, directly or indirectly, from or in connection with: (a) the operation, use, or occupancy of your Business, showroom and/ or premises, (b) the operation or use of any vehicle, (c) any breach by you or your failure to comply with the terms and conditions of this Agreement, and/or (d) in connection with your or your employees' actions or inactions, regardless of cause or any concurrent or contributing fault or negligence of us or our affiliates.
Source: Item 22 — Contracts (FDD page 49)
What This Means (2025 FDD)
According to Kitchen Solvers' 2025 Franchise Disclosure Document, franchisees have an obligation to defend, indemnify, reimburse, and hold harmless Kitchen Solvers and its representatives from all losses and expenses. This includes attorney's fees incurred in connection with any action, suit, proceedings, claims, demands, investigations, inquiries, or liabilities. This obligation applies regardless of whether a formal proceeding or action is initiated.
This indemnification extends to any matter arising directly or indirectly from the franchisee's business operations. Specifically, this includes the operation, use, or occupancy of the franchisee's business, showroom, and/or premises, the operation or use of any vehicle, any breach by the franchisee of the franchise agreement, and the actions or inactions of the franchisee or their employees. The franchisee's duty to indemnify Kitchen Solvers applies regardless of any concurrent or contributing fault or negligence on the part of Kitchen Solvers or its affiliates.
In practical terms, this means that if a customer sues Kitchen Solvers because of something that happened at a franchisee's showroom, the franchisee is responsible for covering Kitchen Solvers' legal expenses and any resulting damages. This is a broad indemnification clause that places significant financial responsibility on the franchisee for any issues arising from their business operations, even if Kitchen Solvers is partially at fault.