Does the Kitchen Solvers franchisee's obligation to indemnify extend to the representative directors, officers, shareholders, employees, agents and representatives of Kitchen Solvers?
Kitchen_Solvers Franchise · 2025 FDDAnswer from 2025 FDD Document
- B. Indemnification; Insurance. You hereby waive all claims against us (and any affiliates, officers, directors, agents and employees) for damages to property, death, or injuries to persons arising directly or indirectly out of the management or operation of your Business. 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's 2025 Franchise Disclosure Document, the franchisee's indemnification obligations do extend to the representative directors, officers, shareholders, employees, agents, and representatives of Kitchen Solvers.
Specifically, the franchisee must defend, indemnify, reimburse, and hold harmless Kitchen Solvers, its subsidiaries, affiliates, successors, assigns, and the representative directors, officers, shareholders, employees, agents, and representatives (collectively, the "Indemnitees"). This obligation covers all losses and expenses, including attorney's fees, incurred due to any action, suit, proceeding, claim, demand, investigation, inquiry, or liabilities arising directly or indirectly from the franchisee's business operations.
This indemnification extends to various aspects of the franchisee's business, including the operation, use, or occupancy of the business, showroom, and premises; the operation or use of any vehicle; any breach or failure to comply with the franchise agreement; and the actions or inactions of the franchisee or their employees. This holds true 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 due to an incident at the franchisee's showroom, the franchisee is responsible for covering Kitchen Solvers's legal expenses and any resulting damages, even if Kitchen Solvers was partially at fault. This is a significant obligation for the franchisee and highlights the importance of maintaining adequate insurance coverage and adhering to all terms and conditions of the franchise agreement.