What is the definition of 'claims' in the Learningrx indemnification agreement?
Learningrx Franchise · 2025 FDDAnswer from 2025 FDD Document
For purposes of this indemnification, claims shall mean and include all obligations, actual and consequential damages and costs reasonably incurred in the defense of any claim, including, without limitation, reasonable accountants', attorneys' and expert witness fees, costs of investigation and proof of facts, court costs, other litigation expenses and travel and living expenses.
Franchisor shall have the right to defend any such claim against it.
This indemnity shall continue in full force and effect subsequent to and notwithstanding the expiration or termination of this Agreement.
Source: Item 23 — RECEIPT (FDD pages 54–209)
What This Means (2025 FDD)
According to Learningrx's 2025 Franchise Disclosure Document, the term 'claims' within the indemnification agreement encompasses a broad range of financial obligations and expenses. Specifically, it includes all obligations, actual and consequential damages, and costs that are reasonably incurred while defending against any claim.
This definition extends to various expenses, including reasonable accountants', attorneys', and expert witness fees. It also covers costs associated with investigating and proving facts, court costs, other litigation expenses, and travel and living expenses. This means that if a franchisee is subject to a claim related to the operation of their Learningrx business, and the franchisor incurs costs defending against that claim, the franchisee may be responsible for covering these extensive costs, as defined in the agreement.
The franchisor retains the right to defend any claim made against it. This indemnification clause remains in effect even after the franchise agreement expires or is terminated. Therefore, it is crucial for a prospective Learningrx franchisee to understand the scope of this indemnification and the potential financial burden it could impose.