Franchisee Indemnification Clause Samples
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Franchisee Indemnification. Franchisee shall indemnify, hold harmless, and, at HFC’s option, defend HFC from and against any Losses resulting from any Third-Party Claim that the Franchisee Data, or any use of the Franchisee Data in accordance with this Agreement, infringes or misappropriates such third party’s intellectual property rights and any Third-Party Claims based on Franchisee’s or any Authorized User’s (i) negligence or willful misconduct; (ii) use of the Services in a manner not authorized by this Agreement; (iii) use of the Services in combination with data, software, hardware, equipment or technology not provided by HFC or authorized by HFC in writing; or (iv) modifications to the Services not made by HFC, provided that Franchisee may not settle any Third-Party Claim against HFC unless HFC consents to such settlement, and further provided that HFC will have the right, at its option, to defend itself against any such Third-Party Claim or to participate in the defense thereof by counsel of its own choice.
Franchisee Indemnification. Franchisee will protect, defend, indemnify and hold harmless Franchisor, its members, officers, directors, employees, affiliates, and agents against any and all claims, demands, actions, causes of action, losses, damages, costs, suits, judgments, debts, losses, fines, assessments, taxes, liens, attorneys’ fees, disbursements, penalties, expenses, and liabilities of any kind or nature arising directly or indirectly out of or in connection with the Franchised Business, contracts or agreements between Franchisee and any Athlete, actions or representations made by Franchisee, or Franchisee’s breach of this Agreement. Franchisee’s duties to defend, indemnity, and hold harmless will not be affected by the fact that a claim is asserted directly against Franchisor for alleged acts or omissions by Franchisor, so long as this section otherwise would apply.
Franchisee Indemnification. Franchisee, on its behalf and on behalf of its Affiliates and Owners, will indemnify, defend and hold harmless the Indemnified Parties against and reimburse any one or more of the Indemnified Parties for any and all Losses and Expenses arising out or from or related to, any claims, directly or indirectly, arising out or from or related to the operation of the Restaurant or any breach of this Agreement by Franchisee, its Affiliates or any Owner or Franchisee’s, its Affiliates’ or any Owner’s breach of any other agreement by and among Franchisor or its Affiliates, the Designated Manager and Franchisee or its Affiliates. Franchisor has the right, at its option, to defend any such claim against it at Franchisee’s sole cost and expense. If Franchisee defends any claim, it may not enter into any settlement agreement or otherwise resolve or conclude the matter without Franchisor’s prior written consent. This indemnity will continue in full force and effect subsequent to, and notwithstanding, the expiration or earlier termination of this Agreement. Under no circumstances will Franchisor or any other Indemnified Party be required to seek recovery from any insurer or other third party, or otherwise to mitigate its or Franchisee’s Losses and Expenses, in order to maintain and recover fully a claim against Franchisee. Any failure to pursue such recovery or mitigate a loss will in no way reduce or alter the amounts recoverable by Franchisor or another Indemnified Party from Franchisee.