What parties are included in the indemnification agreement that Learningrx franchisees must adhere to?
Learningrx Franchise · 2025 FDDAnswer from 2025 FDD Document
- 12.14 Indemnification.
Franchisee agrees to indemnify, defend and hold harmless Franchisor, its parent corporation, its subsidiaries and affiliates, Oikonomos Enterprises, LLC, and their respective shareholders, directors, officers, employees, agents, successors and assignees against all claims and liabilities directly or indirectly arising out of the operation of the Business or arising out of the use of the Marks and System in any manner not in accordance with this Agreement or Franchisee's violation of any federal, state, or local law, statute, rule or regulation, including but not limited to, violation of Privacy Laws provided, however, that the foregoing indemnity will not apply to claims to the extent they result from the willful misconduct or gross negligence of any indemnified person.
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 franchisee is required to indemnify several parties. Specifically, the franchisee must defend and hold harmless Learningrx, its parent corporation, its subsidiaries and affiliates, Oikonomos Enterprises, LLC, and their respective shareholders, directors, officers, employees, agents, successors, and assignees. This means the franchisee is responsible for protecting these entities from claims and liabilities arising from the franchisee's business operations.
The indemnification extends to claims and liabilities that directly or indirectly arise from the operation of the Learningrx business. It also covers issues stemming from the use of Learningrx's trademarks and systems in a manner not aligned with the franchise agreement. Furthermore, it includes liabilities resulting from the franchisee's violation of any federal, state, or local laws, statutes, rules, or regulations, including privacy laws. However, this indemnification does not apply to claims resulting from the willful misconduct or gross negligence of any indemnified person.
The agreement specifies that 'claims' include all obligations, actual and consequential damages, and costs reasonably incurred in defending any claim. This encompasses reasonable accountants', attorneys', and expert witness fees, costs of investigation and proof of facts, court costs, other litigation expenses, and travel and living expenses. Learningrx retains the right to defend any claim made against it. This indemnification remains in effect even after the franchise agreement expires or is terminated, ensuring long-term protection for the franchisor and related parties.