What is included in the definition of 'claims' for the purpose of the Pump It Up indemnity agreement?
Pump_It_Up Franchise · 2025 FDDAnswer from 2025 FDD Document
For purposes of this Section 23, "claims" include all actual or alleged obligations, damages (actual, consequential, or otherwise), and costs that any Indemnified Party reasonably incurs in defending any claim against it, including, without limitation, reasonable accountants', attorneys', and expert witness fees, costs of investigation and proof of facts, court costs, travel and living expenses, and other expenses of litigation or alternative dispute resolution, regardless of whether litigation or alternative dispute resolution is commenced.
Source: Item 23 — RECEIPTS (FDD pages 60–225)
What This Means (2025 FDD)
According to Pump It Up's 2025 Franchise Disclosure Document, the term "claims" within the context of the indemnification agreement is broadly defined. It encompasses all actual or alleged obligations, damages, and costs that an Indemnified Party reasonably incurs while defending against any claim. These damages can be actual, consequential, or otherwise.
Specifically, the definition includes, but is not limited to, reasonable accountants', attorneys', and expert witness fees. It also covers costs associated with the investigation and proof of facts, court costs, travel and living expenses, and other expenses related to litigation or alternative dispute resolution, regardless of whether formal proceedings are initiated.
This broad definition means that a Pump It Up franchisee could be responsible for a wide range of expenses incurred by the franchisor or its affiliates in defending against claims arising from the franchisee's business operations or any breach of the franchise agreement. This could potentially include significant financial burdens beyond direct damages, highlighting the importance of understanding and adhering to the franchise agreement and operating standards.