Who are the 'Indemnitees' that a Spray Net franchisee must indemnify, defend, and hold harmless?
Spray_Net Franchise · 2025 FDDAnswer from 2025 FDD Document
C. Indemnification.
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- Franchisee, as a material part of the consideration to be rendered to Franchisor, agrees to indemnify, defend and hold Franchisor, as well as Franchisor's directors, officers, principals/owners, managers, shareholders, affiliates (including any affiliate supplier), subsidiaries, employees, servants, agents, successors and assignees (collectively, the "Indemnitees"), harmless from and against any and all losses, damage, claims, demands, liabilities and causes of actions of every kind or character and nature, as well as costs and expenses incident thereto (including reasonable attorneys' fees and court costs), that are brought against any of the Indemnitees (collectively, the "Claims") that arise out of or are otherwise related to Franchisee's (a) breach or attempted breach of, or misrepresentation under, this Agreement, and/or (b) ownership, construction, development, management, or operation of the Franchised Business in any manner. Notwithstanding the foregoing, at Franchisor's option, Franchisor may choose to engage counsel and defend against any such Claim and may require immediate reimbursement from the Franchisee of all expenses and fees incurred in connection with such defense. This indemnity will continue in full force and effect subsequent to and notwithstanding the expiration or termination of this Agreement.
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- Franchisee will be solely responsible for storing and preparing the Proprietary Products for use in connection with providing the Approved Services once those products are delivered to Franchisee. Franchisor will not be responsible or liable in connection with any claims involving how the Proprietary Products are prepared and/or used by Franchisee once they are delivered to Franchisee. Franchisee must indemnify and hold Franchisor (and/or its designated supplier) harmless in connection with any third-party claims or damages arising out of or related to claims involving how the Proprietary Products are prepared and/or used by Franchisee once they are delivered to Franchisee.
Source: Item 23 — RECEIPTS (FDD pages 75–219)
What This Means (2025 FDD)
According to Spray Net's 2025 Franchise Disclosure Document, a franchisee is obligated to indemnify, defend, and hold harmless a specific group referred to as the "Indemnitees." This group includes Spray Net itself, as well as its directors, officers, principals/owners, managers, shareholders, affiliates (including any affiliate supplier), subsidiaries, employees, servants, agents, successors, and assignees. This means the franchisee is financially responsible for protecting these parties from losses, damages, claims, liabilities, and causes of action that arise from certain activities.
The franchisee's indemnification obligation covers claims related to the franchisee's breach or attempted breach of the Franchise Agreement, any misrepresentations made under the agreement, and the ownership, construction, development, management, or operation of the franchised business. This broad scope means that a wide range of operational and contractual issues could trigger the franchisee's duty to indemnify the Indemnitees.
Spray Net retains the option to engage its own legal counsel to defend against any claim and can require immediate reimbursement from the franchisee for all expenses and fees incurred in connection with the defense. This indemnity obligation remains in effect even after the expiration or termination of the Franchise Agreement, meaning that the franchisee's responsibility extends beyond the active term of the franchise. Additionally, the franchisee is responsible for how the Proprietary Products are prepared and/or used once delivered and must indemnify and hold Spray Net (and/or its designated supplier) harmless in connection with any third-party claims or damages arising from the preparation and/or use of these products.