What section of the Monicals Pizza development agreement discusses the relationship between the parties and indemnification?
Monicals_Pizza Franchise · 2025 FDDAnswer from 2025 FDD Document
[Item 23: RECEIPTS]
11. RELATIONSHIP AND INDEMNIFICATION
11.1 Relationship
This Development Agreement is purely a contractual relationship between the parties and does not appoint or make Developer an agent, legal representative, joint venturer, partner, employee, servant or independent contractor of Franchisor for any purpose whatsoever. Developer may not represent or imply to third parties that Developer is an agent of Franchisor, and Developer is in no way authorized to make any contract, agreement, warranty or representation on behalf of Franchisor, or to create any obligation, expressed or implied, on Franchisor's behalf. Under no circumstances shall Franchisor be liable for any act, omission, contract, debt or any other obligation of Developer. In no event shall this Development Agreement or any conduct pursuant hereto make Franchisor a fiduciary with respect to Developer. Franchisor shall in no way be responsible for any injuries to persons or property resulting from the development of any Monical's Restaurant pursuant to this Development Agreement. Any third party contractors and vendors retained by Developer for remodeling or construction are independent contractors of Developer alone.
11.2 Standard of Care
This Development Agreement does not establish a fiduciary relationship between the parties. Unless otherwise specifically provided in this Development Agreement with respect to certain issues, whenever this Development Agreement requires Developer to obtain Franchisor's written consent or permits Franchisor to take any action or refrain from taking any action, Franchisor is free to act in its own self-interest without any obligation to act reasonably, to consider the impact on Developer or to act subject to any other standard of care limiting Franchisor's right, except as may be provided by statute or regulation.
11.3 Indemnification
[Item 23: RECEIPTS]
11.3 Indemnification
Developer shall hold harmless and indemnify Franchisor, its Affiliates, all holders of a legal or beneficial interest in Franchisor and its Affiliates, and all of Franchisor's and its Affiliates' officers, directors, executives, managers, employees, agents, successors and assigns (collectively "Franchisor Indemnitees") from and against all losses, damages, fines, costs, expenses or liability (including attorneys' fees and all other costs of litigation) incurred in connection with any action, suit, demand, claim, investigation or proceeding, or any settlement thereof, that arise from, are based upon or are related to Developer's (a) development, ownership or operation of any Monical's Restaurant; (b) violation, breach or asserted violation or breach of any federal, state or local law, regulation or rule; (c) breach of any representation, warranty, covenant, or provision of this Development Agreement or any other agreement between Developer and Franchisor (or any of its Affiliates); (d) defamation of Franchisor or the System; (e) acts, errors or omissions by Developer or any of its officers, directors, employees or agents, committed or incurred in connection with the development of Monical's Restaurants, including any negligent or intentional acts; or (f) infringement, violation or alleged infringement or violation of any Mark, patent or copyright or any misuse of the Confidential Information. Franchisor shall have the right to independently take any action it may deem to be necessary in its sole discretion to protect and defend itself against any threatened action, and shall have the right to indemnification hereunder, without regard to expense, forum or other parties that may be involved.
Source: Item 23 — RECEIPTS (FDD pages 46–257)
What This Means (2025 FDD)
According to Monicals Pizza's 2025 Franchise Disclosure Document, section 11 of the development agreement covers the relationship between the franchisor and the developer, as well as indemnification. This section clarifies that the agreement is purely contractual and does not establish an agency, employment, or fiduciary relationship. The developer cannot represent themselves as an agent of Monicals Pizza and is not authorized to make any agreements on their behalf. Monicals Pizza is not liable for the developer's obligations, and the agreement does not create a fiduciary duty for Monicals Pizza. The developer is responsible for injuries to people or property during the development of a Monicals Restaurant, and any contractors they hire are considered independent contractors of the developer alone.
Section 11.3 specifically addresses indemnification, requiring the developer to hold harmless and indemnify Monicals Pizza and its affiliates from losses, damages, fines, costs, and expenses, including attorney's fees, arising from the developer's operation of the Monicals Restaurant. This includes liabilities related to violations of laws, breaches of the agreement, defamation, and infringement of intellectual property. Monicals Pizza has the right to take action to protect itself and is entitled to indemnification regardless of expense or forum.
This section is important for prospective Monicals Pizza developers as it outlines the legal and financial responsibilities they assume when entering into a development agreement. The indemnification clause places a significant burden on the developer to protect Monicals Pizza from potential liabilities arising from their actions. Franchisees should carefully review these provisions with legal counsel to fully understand their obligations and potential risks.