Who are the 'Indemnified Parties' under the Red Wagon Club agreement?
Red_Wagon_Club Franchise · 2024 FDDAnswer from 2024 FDD Document
Licensee agrees to indemnify, defend and hold harmless Franchisee, Franchisor, and each of the foregoing entity's respective owners, officers, directors, members, partners, employees, agents, affiliates, successors, permitted assigns, and franchisees (collectively, the "Indemnified Parties") from: (i) all claims arising from Licensee's violation of or failure to observe or perform any condition, provision, or agreement of this Agreement, (ii) all claims arising from or in connection with the acts or omissions by Licensee or its employees, contractors or agents, or any third-party Licensee has engaged to provide services in connection with the operation of Licensee's Law Firm Business, including, without limitation, any claims regarding malpractice and/or misuse of the Licensed Materials, and (iii) all claims relating to taxes, tax filings, and/or any other regulatory compliance.
The indemnity obligations outlined herein shall survive any cancellation, expiration, or termination of this Agreement.
For purposes of this indemnification, "claims" include all obligations, damages, and costs that any Indemnified Party reasonably incurs in defending any claim against it, including reasonable accountants', arbitrators', attorneys', and expert witness fees, bailiff's fees, costs of investigation and proof of facts, court costs, travel and living expenses, and other expenses of litigation, arbitration, or alternative dispute resolution.
Each Indemnified Party may defend any claim against it at Licensee's expense and agree to settlements or take any other remedial, corrective, or other actions.
An Indemnified Party need not seek recovery from any insurer or other third parties, or otherwise mitigate its losses and expenses, in order to maintain and recover fully a claim for indemnity under this Section.
Licensee agrees that a failure to pursue a recovery or mitigate a loss will not reduce or alter the amounts that an Indemnified Party may recover under this Section.
An Indemnified Party may use control the defense and settlement of any claims against it in its sole discretion, including choice of its own legal counsel.
Source: Item 23 — RECEIPTS (FDD pages 47–142)
What This Means (2024 FDD)
According to the 2024 Red Wagon Club Franchise Disclosure Document, the Indemnified Parties include Franchisee, Franchisor, and each of the foregoing entity's respective owners, officers, directors, members, partners, employees, agents, affiliates, successors, permitted assigns, and franchisees. This means that a Red Wagon Club licensee agrees to protect these individuals and entities from specific claims.
The licensee's indemnification responsibilities extend to claims arising from the licensee's failure to adhere to the agreement, actions or omissions by the licensee or their staff, or any third-party engaged by the licensee. It also covers claims related to taxes, tax filings, and regulatory compliance. This broad scope of indemnification places a significant responsibility on the licensee to ensure their business operations are compliant and do not expose the Indemnified Parties to legal or financial risks.
The agreement specifies that 'claims' include all obligations, damages, and costs incurred by any Indemnified Party in defending against a claim. This includes a wide range of expenses such as accountant, arbitrator, attorney, and expert witness fees, as well as court costs and travel expenses. The Indemnified Party has the right to control the defense and settlement of any claims, including choosing their own legal counsel, and does not need to seek recovery from any insurer or mitigate losses before seeking indemnity. This section of the agreement is designed to protect the Franchisor and related parties from liabilities arising from the Licensee's operation of their business under the Red Wagon Club brand.