Does the Processing Agreement constitute ATFC and the All Team USER as partners?
All_Team Franchise · 2025 FDDAnswer from 2025 FDD Document
- C. Independent Contractor. Nothing in this Funding Agreement shall be construed to constitute either party as the employee, representative or, except to the extent expressly provided herein, the agent of the other, or to constitute ATFC and USER as partners or joint venturers.
USER shall not have the power, and shall not represent or imply that it has the power, to obligate ATFC for any liabilities or expenses, except as otherwise expressly agreed to in writing by ATFC.
Neither USER nor any individual whose compensation for services is paid by USER in any way, directly or indirectly, expressly or by implication, shall be construed to be an employee of ATFC for any purpose, including, without limitation any tax or withholding requirements levied or fixed by any governmental law, rule or regulation is solely responsible for the day-to-operations of the Business.
- D. Indemnification. USER shall indemnify, defend and hold ATFC harmless from (i) any and all manner of suits, claims or demands resulting from or arising out of USER's acts or omissions or those of its employees or agents, including those under or related to this Funding Agreement or the transactions or relationships contemplated hereby, and (ii) any breach or default by USER under this Funding Agreement.
USER shall reimburse ATFC for any and all costs, damages, liabilities, losses, deficiencies, assessments and expenses, including reasonable attorney's fees and court costs that ATFC may suffer or incur or to which ATFC may be subject by reason of any of the foregoing.
Source: Item 23 — RECEIPT (FDD pages 34–161)
What This Means (2025 FDD)
According to All Team's 2025 Franchise Disclosure Document, the Funding Agreement explicitly states that it should not be construed to create a partnership between All Team Franchise Corporation (ATFC) and the USER (the franchisee). The agreement specifies that neither party should be considered an employee, representative, or agent of the other, except as expressly provided within the agreement itself. This clause is designed to ensure that the franchisee operates as an independent contractor.
This provision is crucial for limiting All Team's liability and maintaining the franchisor-franchisee relationship as distinct entities. The franchisee is responsible for the day-to-day operations of their business and is not authorized to obligate All Team for any liabilities or expenses unless specifically agreed to in writing by All Team. This reinforces the independent nature of the franchise operation.
Furthermore, the franchisee is required to indemnify and defend All Team from any suits, claims, or demands arising from the franchisee's actions or omissions, including those related to the Funding Agreement. This indemnification clause underscores the franchisee's responsibility for their own business conduct and further separates the legal and financial liabilities of the two parties. This is a common arrangement in franchising, where franchisees bear the primary responsibility for their business's operations and legal compliance.