Who are the 'Indemnitees' that Spray Net franchisees must indemnify?
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, as a material part of the consideration to be rendered to Spray Net, the franchisee must indemnify, defend, and hold harmless the 'Indemnitees'. The Indemnitees include Spray Net, as well as Spray Net's directors, officers, principals/owners, managers, shareholders, affiliates (including any affiliate supplier), subsidiaries, employees, servants, agents, successors, and assignees. This means the franchisee is responsible for protecting these individuals and entities from losses, damages, claims, demands, liabilities, and causes of action, as well as costs and expenses (including reasonable attorneys' fees and court costs). These are referred to as 'Claims'.
The franchisee's indemnification obligation arises from claims related to the franchisee's (a) breach or attempted breach of, or misrepresentation under, the Franchise Agreement, and/or (b) ownership, construction, development, management, or operation of the Franchised Business in any manner. Spray Net retains the option to engage counsel and defend against any such claim, requiring immediate reimbursement from the franchisee for all expenses and fees incurred in connection with such defense. This indemnification obligation remains in effect even after the expiration or termination of the Franchise Agreement.
Furthermore, the Spray Net franchisee is 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. Spray Net 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 Spray Net (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. This is a common practice in franchising, where franchisees typically bear responsibility for their business operations and compliance with the franchise agreement.