Under what circumstances is a Monicals Pizza developer required to indemnify Franchisor Indemnitees?
Monicals_Pizza Franchise · 2025 FDDAnswer from 2025 FDD Document
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, a developer is required to indemnify Franchisor Indemnitees under specific circumstances related to their actions and operations. Franchisor Indemnitees include Monicals Pizza, its affiliates, those with legal or beneficial interest in the company, and their officers, directors, executives, managers, employees, agents, successors, and assigns.
The developer must protect Franchisor Indemnitees from losses, damages, fines, costs, expenses, or liabilities, including legal fees, that arise from any action, suit, demand, claim, investigation, or proceeding. This indemnification requirement is triggered by events connected to the developer's (a) development, ownership, or operation of any Monicals Restaurant; (b) violation of any federal, state, or local law, regulation, or rule; (c) breach of any agreement with Monicals Pizza; (d) defamation of Monicals Pizza or its system; (e) negligent or intentional acts or omissions related to the development of Monicals Restaurants; or (f) infringement of any mark, patent, or copyright, or misuse of confidential information.
Monicals Pizza retains the right to take any action it deems necessary to protect and defend itself against any threatened action and is entitled to indemnification regardless of expense, forum, or other parties involved. This means a developer could face significant financial responsibility for legal and other costs if their actions lead to claims or legal proceedings against Monicals Pizza.