Under what conditions is a Southern Steer franchisee NOT obligated 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 the 2025 Southern Steer Franchise Disclosure Document, a franchisee is generally required to indemnify the Indemnified Parties (which likely include the franchisor, its affiliates, and related parties) against losses, damages, and expenses arising from claims related to the franchisee's business operations. This indemnification obligation is triggered by events such as the franchisee's negligence, wrongdoing, breach of the franchise agreement, or the operation of the Southern Steer business.
The franchisee's indemnification responsibilities extend to a wide range of claims, including personal injury, property damage, commercial loss, environmental contamination, failure to comply with laws or contractual obligations, misfeasance, malfeasance, torts, and employment-related claims. It also covers breaches of security and violations of data privacy laws.
However, the provided FDD excerpts do not explicitly state conditions under which a Southern Steer franchisee is NOT required to indemnify the Indemnified Parties. The document focuses on outlining the circumstances that trigger the indemnification obligation rather than providing exceptions or limitations to it. A prospective franchisee should seek clarification from Southern Steer regarding any potential limitations or exceptions to the indemnification requirements, as these could significantly impact their financial exposure and risk as a franchisee.