Does the Kitchen Solvers franchisee's obligation to indemnify extend to settlements of claims?
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' 2025 Franchise Disclosure Document, the franchisee's indemnification obligations do extend to settlements of claims. Kitchen Solvers franchisees must defend, indemnify, reimburse, and hold harmless Kitchen Solvers and its representatives from all losses and expenses, including attorney's fees, incurred in connection with any action, suit, proceedings, claims, demands, investigations, inquiries, or liabilities, or any settlement thereof. This applies whether or not a formal proceeding or action is instituted.
This indemnification obligation arises from or in connection with several factors. These include 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 or their failure to comply with the terms and conditions of the Franchise Agreement, and in connection with the franchisee's or their employees' actions or inactions. This obligation exists regardless of cause or any concurrent or contributing fault or negligence of Kitchen Solvers or its affiliates.
In practical terms, this means that if a claim arises from the franchisee's business operations and Kitchen Solvers incurs expenses in dealing with that claim, including settling it, the franchisee is responsible for covering those costs. This is a broad obligation, so franchisees should ensure they understand the scope of their potential liability and maintain adequate insurance coverage to protect themselves against such claims.