What are the indemnification obligations of a Petro Stopping Center franchisee regarding compliance with laws?
Petro_Stopping_Center Franchise · 2025 FDDAnswer from 2025 FDD Document
ts acceptable to us), with all sales and other transfer taxes paid by you; and
- (ii) all licenses and permits of the Petro Center which may be assigned or transferred; and
- (iii) the fee or leasehold interest and improvements at the Site, free and clear of all encumbrances except those we agree to assume.
- 19.6 Continuing Obligations. All of our and your (and your Owners' and Affiliates') obligations which expressly or by their nature survive the expiration or termination of this Agreement will continue in full force and effect subsequent to and notwithstanding its expiration or termination and until they are satisfied in full or by their nature expire. Examples include, but are not limited to, indemnification, payment and de-identification and covenants not to compete.
20. RELATIONSHIP OF THE PARTIES/INDEMNIFICATION; RECORD NOTICE.
20.1 Compliance with Laws. You agree, at your sole cost and expense, to comply with all federal, state, county and municipal laws, rules, regulations, ordinances, orders, directives and requirements of all governmental authorities and public officers whether present or future, foreseen or unforeseen, ordinary or extraordinary, or shall involve any governmental change in policy, which may be applicable to the Site, the Petro Center or your operations at the Site (collectively, "Laws"). Your obligations include environmental conditions, including without limitation atmospheric, soil, ground water and surface water conditions, and obligations arising under the Resource Conservation and Recovery Act, 42 U.S.C. 6901 et seq. ("RCRA"), the Comprehensive Environmental Response, Compensation & Liability Act, 42 U.S.C. 9601 et seq. ("CERCLA"), the Water Pollution Control Act, 33 U.S.C. 1251 et seq., the Occupational Safety and Health Act of 1979, 29 U.S.C. 651, et seq., ("OSHA"), the Clean Air Act, 42 U.S.C. 7401 et seq., the Emergency Planning and Community Right to Know Act of 1986, 42 U.S.C.11001, et seq., Safe Drinking Water Act, 42 U.S.C. 300f, et seq., together with any amendments thereto, regulations promulgated thereunder and all successor legislation and regulations thereof to any and all of the above (collectively, "Environmental Laws").
You are responsible for curing any violations of Laws, including the Environmental Laws, that occur during the Term. Without limitation, you shall be solely responsible for Remediation of any and all discharges of Contaminants. Notwithstanding the foregoing, in the event you have contributed to, directly or indirectly, or otherwise aggravated, any prior Discharge of Contaminants, you are responsible to the extent of your contribution to, or aggravation of, any prior Discharge of Contaminants. "Discharge" as used herein, means as defined in Environmental Laws, and includes, without limitation, any intentional or unintentional action or omission resulting in the releasing, spilling, leaking, pumping, pouring, emitting, emptying or dumping of a Contaminant.
Source: Item 17 — RENEWAL TERMS. (FDD pages 208–228)
What This Means (2025 FDD)
According to Petro Stopping Center's 2025 Franchise Disclosure Document, franchisees have specific indemnification obligations related to legal compliance. Petro Stopping Center franchisees must comply with all applicable federal, state, county, and municipal laws, rules, regulations, ordinances, orders, directives, and requirements. This includes compliance with environmental laws and regulations. The franchisee is responsible for these compliances at their sole cost and expense.
Furthermore, Petro Stopping Center franchisees agree to defend, indemnify, and hold harmless the franchisor from all claims arising out of the franchisee's violation or alleged violation of, or noncompliance or alleged non-compliance with, any applicable laws, rules, or regulations. This includes employment and workplace-related laws. This indemnification extends to any claims arising from the franchisee's operation of the Petro Center.
In practical terms, this means that if a Petro Stopping Center franchisee fails to comply with a law and this failure results in a claim against the franchisor, the franchisee is responsible for defending the franchisor against the claim, paying any resulting damages, and protecting the franchisor from any losses. This obligation exists regardless of whether the claim is caused by the franchisor's negligence or if joint liability is imposed by law. This indemnification obligation survives the expiration or termination of the franchise agreement, meaning the franchisee could still be liable for past non-compliance even after the agreement ends.
This type of indemnification clause is standard in franchise agreements, as it protects the franchisor from liabilities arising from the franchisee's actions. However, it places a significant responsibility on the franchisee to ensure full compliance with all applicable laws and regulations. Prospective franchisees should carefully review these obligations and ensure they have the resources and expertise to meet these requirements.