INDEPENDENT CONTRACTOR AND INDEMNIFICATION. A. It is understood and agreed by the parties hereto that this Agreement does not create a fiduciary relationship between them; that Rite Aid shall be an independent contractor, and that nothing in this Agreement is intended to constitute either party an agent, legal representative, subsidiary, joint venturer, partner, employee or servant of the other for any purpose whatsoever.
B. It is understood and agreed that nothing in this Agreement authorizes either party to make any contract, agreement, warranty or representation on the other's behalf, or to incur any debt or other obligation in the other's name; and, that GNC shall in no event assume liability for or be deemed liable as a result of any such action or by reason of any act or omission of Rite Aid in its conduct of the Business or any claim or judgment arising therefrom against GNC. Except for matters arising out of or resulting from the quality, purity or labeling of any GNC Brand Product or advertising of such GNC Brand Product by GNC or its affiliates, Rite Aid shall indemnify and hold harmless GNC, its affiliates and their respective officers, directors and employees against any and all such claims arising directly or indirectly from, as a result of, any breach or default by Rite Aid or its affiliates in connection with this Agreement, or in connection with Rite Aid's operation of the Business. However, Rite Aid shall not be required to indemnify GNC or its affiliates or any such person for any claims arising out of a breach of this Agreement, or negligence of or other civil wrongs of the GNC or any of its affiliates or any such person.
C. GNC shall indemnify and hold harmless Rite Aid, its affiliates and their respective officers, directors and employees against any and all claims arising out of or resulting from any breach or default by GNC or its affiliates in connection with this Agreement and from the failure to meet the-quality, purity or labelling of any GNC Brand Product or arising out of or resulting from advertising by GNC of any GNC Brand Product by GNC or its affiliates.
D. Upon receipt by a person entitled to indemnification under this Section (an "Indemnified Person") of actual notice of an action against such Indemnified Person with respect to which indemnity may be sought under this Agreement, such Indemnified Person shall promptly notify the person from whom indemnity is sought (the 37 "Indemnifying Person") in writing; provided that failure so to notify the Indemnifying Person ...
INDEPENDENT CONTRACTOR AND INDEMNIFICATION. A. Nothing in this Agreement creates a fiduciary relationship between the parties hereto. Franchisee is an independent contractor, and nothing in this Agreement is intended to constitute either party an agent, legal representative, subsidiary, joint venturer, partner, employee or servant of the other for any purpose whatsoever.
B. During the term of the Agreement and any extensions hereof, Franchisee shall hold itself out to the public as an independent contractor operating the business pursuant to a franchise from Franchisor and as an authorized user of the Proprietary Marks which are owned by Franchisor. Franchisee shall take such affirmative action as may be necessary to do so, including, without limitation, exhibiting notices of that fact at the Hotel as required under Paragraph X.B.3.
C. Nothing in this Agreement authorizes either party to make any contract, agreement, warranty or representation on the other’s behalf, or to incur any debt or other obligation in the other’s name.
D. Franchisor does not exercise any direction or control over the employment policies or employment decisions of Franchisee. All employees of Franchisee are solely employees of Franchisee, not Franchisor. Franchisee is not Franchisor’s agent for any purpose in regard to Franchisee’s employees or otherwise.
E. Franchisee shall and hereby does indemnify and shall defend and save harmless Franchisor, its affiliates, their officers and employees, and their respective successors and assigns, from and against all losses, costs, liabilities, damages, claims and expenses, of every kind and description, including allegations of negligence by Franchisor, its employees and agents, to the fullest extent permitted by applicable law, and including reasonable attorneys’ fees, arising out of or resulting from the construction, renovation, upgrading, operation, alteration, remodeling, repair or use of the Franchised Business or the Hotel premises or of any other business conducted on or in connection with the Franchised Business by the Franchisee (or any management company operating the Hotel), or because of any act or omission of the Franchisee or anyone associated with, employed by, or affiliated with Franchisee (or any management company operating the Hotel). Franchisee shall promptly give notice to Franchisor of any action, suit, proceeding, claim, demand, inquiry, or investigation related to the foregoing. Franchisor shall in any event have the right, through counsel of its choice, at Fra...
INDEPENDENT CONTRACTOR AND INDEMNIFICATION. 18.01. This Agreement does not constitute Franchisee an agent, legal representative, joint venturer, partner, employee or servant of Franchisor for any purpose whatsoever. It is understood and agreed that Franchisee shall be an independent contractor and is in no way authorized to make any contract, agreement, warranty, or representation on behalf of Franchisor. The parties further agree that this Agreement does not create any fiduciary relationship between them.
18.02. During the term of this Agreement and any extensions hereof, Franchisee agrees to take such action as Franchisor deems reasonably necessary for Franchisee to inform and hold itself out to the public as an independent contractor operating the Franchised Business pursuant to a franchise from Franchisor, including, without limitation, exhibiting a notice of that fact at the Franchised Business in form and substance satisfactory to Franchisor.
INDEPENDENT CONTRACTOR AND INDEMNIFICATION. 1. That Licensee is an independent contractor and, except for responsibilities imposed on the Licensor and Property Owners by the Act, Little Act, and rules and regulations implementing them, solely responsible for the proper operation of the Facility consistent with the terms of the Agreement.
2. The Licensee is responsible for the payment of Social Security, Income Tax, State Sales Tax, Unemployment and all other taxes applicable to an independent contractor and arising from the operation of the Facility.
3. Except as specifically stated within this Agreement, Licensor shall not have the power to hire or fire Licensee's employees, control or have access to Licensee's funds or the expenditures of such funds, or in any other way exercise control over the Licensee's actions relative to this Agreement, except where necessary to ensure Licensee’s compliance with the terms of this Agreement.
4. Nothing in this Agreement shall be construed as creating an employment relationship, partnership, joint venture or agency between the parties or their respective employees, agents or representatives. Nor shall this Agreement be construed as creating any obligation on the part of either party for any debts or liabilities of the other or of any employee, agent or representative.
5. To indemnify, defend, and hold the Licensor harmless from all claims, suits, judgments, or damages arising out of the negligent acts, negligent omissions or willful conduct of the Licensee, its employees, agents or representatives. Nothing in this Agreement is intended to serve as a waiver of sovereign immunity, nor shall anything in this Agreement be construed as consent by a state agency or political subdivision of the State of Florida to be sued by third parties in any matter arising out of any agreement.
INDEPENDENT CONTRACTOR AND INDEMNIFICATION. 10.1 It is understood and agreed by the parties hereto that this Agreement does not create a fiduciary relationship between them; that Developer shall be an independent contractor; and, that nothing in this Agreement is intended to constitute either party an agent, legal representative, subsidiary, joint venturer, partner, employee, or serve an of the other for any purpose whatsoever.
10.2 During the term of this Agreement, Developer shall hold itself out to the public to be an independent contractor operating pursuant to this Agreement. Developer agrees to take such affirmative action as shall be necessary to do so, including, without limitation, exhibiting a notice of that fact in a conspicuous place in the franchised premises, the content of which the Company reserves the right to specify.
10.3 Developer understands and agrees that nothing in this Agreement authorizes Developer to make any contract, agreement, warranty, or representation on the Company’s behalf, or to incur any debt or other obligation in the Company’s name; and, that the Company shall in no event assume liability for, or be deemed liable as a result of, any such action, or by reason of any act or omission of Developer in Developer’s operations hereunder, or any claim or judgment arising therefrom against the Company. Developer shall indemnify and hold the Company harmless against any and all such claims directly or indirectly from as a result of, or in connection with Developer’s operations hereunder, as well as the costs, including attorney’s fees, of defending against them.
INDEPENDENT CONTRACTOR AND INDEMNIFICATION. 25 XII. APPROVALS.........................................................27
INDEPENDENT CONTRACTOR AND INDEMNIFICATION. 22.1 It is understood and agreed by the parties hereto that this Agreement does not create a fiduciary relationship between them; that Franchisee shall be an independent contractor; and, that nothing in this Agreement is intended to constitute either party an agent, legal representative, subsidiary, joint venturer, partner, employee, or servant of the other for any purpose whatsoever.
22.2 At all times during the term of this Agreement and any extensions hereof, Franchisee shall hold itself out to the public as an independent contractor operating the business pursuant to a franchise from WHY USA. Franchisee agrees to take such action as may be necessary to do so, including, without limitation, exhibiting a notice of that fact in a conspicuous place at the Office Location, the content of which WHY USA reserves the right to specify.
22.3 It is understood and agreed that nothing in this Agreement authorizes Franchisee to make any contract, agreement, warranty, or representation on WHY USA's behalf, or to incur any debt or other obligation in WHY USA's name; and that WHY USA shall in no event assume liability for, or be deemed liable hereunder as a result of, any such action; nor shall WHY USA be liable by reason of any act or omission of Franchisee in its conduct of WHY USA's real estate franchise or for any claim or judgment arising therefrom against Franchisee or WHY USA.
22.4 Franchisee shall indemnify and hold WHY USA, WHY USA's owners and affiliates, and their respective officers, directors, employees, and agents harmless against any and all claims arising directly or indirectly from, as a result of, or in connection with Franchisee's operation of its WHY USA real estate franchise, as well as the costs, including attorneys' fees, of defending against them.
INDEPENDENT CONTRACTOR AND INDEMNIFICATION. 13.1 This Agreement does not constitute Developer an agent, legal representative, joint venturer, partner, employee or servant of Franchisor for any purpose whatsoever, and it is understood between the parties hereto that Developer shall be an independent contractor and is in no way authorized to make any contract, agreement, warranty or representation on behalf of El Pollo Loco. The parties agree that this Agreement does not create a fiduciary relationship between them.
13.2 Under no circumstances shall Franchisor be liable for any act, omission, contract, debt, or any other obligation of Developer. Developer shall indemnify and save Franchisor harmless against any such claim and the cost of defending it arising directly or indirectly from or as a result of, or in connection with, Developer’s actions pursuant to this Agreement.
13.3 Developer shall grant no security interest in Developer’s business or any of its assets, including the furniture, fixtures and equipment located in the Restaurants, unless the secured party agrees that in the event of any default by Developer under any documents relating to such security interests, Franchisor shall have the right and option to purchase the rights of the secured party in any such business, furniture, fixtures, equipment or assets at the fair market value of such assets.
INDEPENDENT CONTRACTOR AND INDEMNIFICATION. 20.1 It is understood and agreed by the parties that this Agreement does not create a fiduciary relationship between them, that Franchisee shall be an independent contractor, and that nothing in this Agreement is intended to make either party an agent, legal representative, subsidiary, joint venturer, partner, employee, or servant of the other for any purpose whatsoever. During the term of this Agreement, Franchisee shall hold itself out to the public as an independent contractor operating the Bakery pursuant to a franchise agreement from Franchisor. Franchisee agrees to take such action as may be necessary to do so, including, without limitation, exhibiting a notice, the content of which Franchisor reserves the right to specify, in a conspicuous place at the Premises.
20.2 Nothing in this Agreement authorizes Franchisee to make any contract, agreement, warranty, or representation on Franchisor's behalf or to incur any debt or other obligation in Franchisor's name. Franchisor shall in no event assume liability for or be deemed liable as a result of any such action, nor shall Franchisor be liable by reason of any act or omission of Franchisee in its operation of the Bakery, or for any claim or judgment arising therefrom against Franchisee or Franchisor. Franchisee shall hold harmless and indemnify Franchisor, its affiliates, and their respective officers, directors, and employees against any claims, losses, costs, expenses, liabilities, and damages arising directly or indirectly from, as a result of, or in connection with Franchisee's operation of the Bakery, as well as the costs of defending against such claims (including reasonable attorneys' fees).
INDEPENDENT CONTRACTOR AND INDEMNIFICATION. 14.1 It is understood and agreed by the parties hereto that this Agreement does not create a fiduciary relationship between them, and that nothing in this Agreement is intended to constitute either party an agent, legal representative, subsidiary, joint venturer, partner, employee or servant of the other for any purpose whatsoever. Each party to this Agreement is an independent contractor, and neither shall be responsible for the debts or liabilities incurred by the other.
14.2 You shall hold yourself out to the public to be an independent contractor operating pursuant to this Agreement. You agree to take such actions as shall be necessary to that end.
14.3 You understand and agree that nothing in this Agreement authorizes you to make any contract, agreement, warranty or representation on our behalf, or to incur any debt or other obligation in our name, and that we assume no liability for, nor shall be deemed liable by reason of, any act or omission of yours or any claim or judgment arising therefrom. You shall indemnify and hold us and our officers, directors, and employees harmless against any and all such claims arising directly or indirectly from, as a result of, or in connection with your activities hereunder, as well as the cost, including reasonable attorneys’ fees, of defending against them, except that the foregoing shall not apply to infringement actions regarding the Marks which are caused solely by our actions or actions caused by the negligent acts of us or our agents.
