Under what circumstances is a Southern Steer franchisee required to indemnify the Indemnified Parties?
Southern_Steer Franchise · 2025 FDDAnswer from 2025 FDD Document
The Franchisee will indemnify and hold harmless the Indemnified Parties against, and will reimburse the Indemnified Parties for, all Damages that the Indemnified Parties incur in the defense of or as a result of any Claim brought against the Indemnified Parties arising from, in connection with, arising out of, relating to, or as a result of the Franchisee's negligence, the Franchisee's wrongdoing, the Franchisee's breach of this Agreement or the operation of the Franchisee's Southern Steer Business.
The Franchisee will indemnify the Indemnified Parties, without limitation, for all Damages arising from, out of, in connection with, relating to, or as a result of any and all Claims including, but not limited to:
i. any personal injury, property damage, commercial loss or environmental contamination resulting from any act or omission of the Franchisee, Designated Managers, Owners or its Executive Management, employees, agents or representatives;
ii. any failure on the part of the Franchisee to comply with any requirement of any federal or state laws or any rules or regulations of any Governmental Authority;
iii. any failure of the Franchisee to pay any of its obligations to any person or Entity;
iv. any failure of the Franchisee to comply with any requirement or condition of this Agreement, the Brand Manual, or any other agreement with the Franchisor and/or the Indemnified Parties;
v. any misfeasance or malfeasance by the Franchisee or its Executive Management, employees, agents or representatives;
vi. any tort committed by the Franchisee or its Executive Management, employees, agents or representatives;
vii. any determination by a court or agency that the Franchisor is the employer or a joint employer of any of Franchisee's employees;
viii. any claim, action, suit, or proceeding by the Franchisee's employees, including but not limited to workers' compensation, unemployment, and wage-and-hour claims;
ix.
Breaches of Security, regardless of whether an Indemnified Party is required to take any action under any state or federal law;
- x. violation of any data privacy laws;
Source: Item 22 — ITEM. 22 CONTRACTS (FDD pages 61–168)
What This Means (2025 FDD)
According to Southern Steer's 2025 Franchise Disclosure Document, a franchisee is required to indemnify the Indemnified Parties under several circumstances related to the operation of their Southern Steer Business. The Indemnified Parties include the Franchisor and its Affiliates and their respective employees, Executive Management, shareholders, members, Owners, directors, officers, attorneys, accountants and agents.
Specifically, the franchisee must indemnify and hold harmless the Indemnified Parties against all damages resulting from any claim brought against them. This includes claims arising from the franchisee's negligence, wrongdoing, breach of the Franchise Agreement, or the operation of the Southern Steer Business. This broad requirement means that any misstep or failure on the part of the franchisee that leads to a claim against the Indemnified Parties will trigger the franchisee's duty to cover the resulting damages.
The franchisee's indemnification responsibilities extend to a wide range of potential claims, including personal injury, property damage, commercial loss, environmental contamination, failure to comply with laws or regulations, failure to pay obligations, and any torts committed by the franchisee or their personnel. It also covers situations where a court or agency determines that Southern Steer is the employer or a joint employer of the franchisee's employees, as well as claims from the franchisee's employees related to workers' compensation, unemployment, and wage-and-hour issues. The franchisee is also responsible for damages arising from breaches of security and violations of data privacy laws.
Furthermore, the franchisee is responsible for indemnifying Southern Steer for any taxes assessed or levied against Southern Steer that arise out of the franchisee's Southern Steer Business. This includes reimbursing Southern Steer for any franchise or other taxes based on the franchisee's gross revenues or business activities that are imposed on Southern Steer by a taxing authority. This obligation highlights the importance of the franchisee's compliance with all applicable laws and regulations to avoid potential liabilities that could extend to indemnifying Southern Steer.