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PLAYBOOK TEMPLATES

Franchise Agreement

A Franchise Agreement defines the relationship between a franchisor and franchisee, setting the terms for brand use, operations, and ongoing support. This playbook outlines key negotiation strategies, performance obligations, and critical clauses to protect both parties’ long-term interests.

Indemnification

Why This Matters: Appropriate indemnification ensures each party bears losses they can control and prevents open-ended obligations. It also clarifies defense obligations and cost-sharing for third-party claims.

Negotiation strategy

If you're the Franchisor:

Ensure the indemnification clause includes mutual protection for negligence and misconduct. Limit the scope to specific, relevant risks and define clear procedures for claim notification and defense control.

If you're the Franchisee:

Negotiate for a balanced indemnification clause that limits exposure to controllable risks. Ensure clarity in defense and notification procedures to avoid disputes.

Essential elements

1

Reciprocal Indemnities

Mutual protection for negligence.
2

Claim Notification

Procedure for notifying claims.
3

Defense Control

Managing defense responsibilities.

Action framework

ACCEPT

Propose edits to ensure mutual indemnification and limit scope to relevant risks.

EDIT

Reject if the clause imposes unilateral obligations or lacks clarity.

ADD

Add language to cover unforeseen liabilities and ensure clarity in third-party claims handling.

PRO TIP

Focus on balancing indemnification obligations and limiting exposure to controllable risks.

Example clauses

FAVORABLE

Preferred Indemnification Clause

"Each party shall indemnify, defend, and hold harmless the other party from and against any and all claims, losses, damages, liabilities, and expenses arising from the indemnifying party’s negligence, misconduct, or infringement. The indemnifying party shall promptly notify the indemnified party of any claim and assume control of the defense."
NEUTRAL

Standard Indemnification Clause

"The indemnifying party agrees to indemnify the other party for claims arising from its actions, subject to mutual agreement on defense and cost-sharing."
UNFAVORABLE

One-Sided Indemnification Clause

"The contractor shall indemnify the company for all claims without any reciprocal obligation."

Fallbacks

High-Risk Projects

In high-risk projects, ensure the indemnification clause covers specific risks associated with the project and includes detailed procedures for managing claims.

International Contracts

For international contracts, consider jurisdiction-specific indemnification requirements and consult local counsel to ensure compliance.

Technology Transactions

In technology transactions, include indemnification for intellectual property infringement and ensure clear procedures for handling such claims.
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