What specific actions or allegations against ProVision would require ProVision to indemnify a Basecamp Fitness customer, including covering reasonable attorney's fees and costs?
Basecamp_Fitness Franchise · 2025 FDDAnswer from 2025 FDD Document
- b. By ProVision. ProVision agrees to indemnify, hold harmless and defend Customer and its directors, officers, employees and agents from and against any third party action, claim, demand or liability, including reasonable attorney's fees and costs, arising from or relating to any allegation that the ProVision Materials infringe a third person's copyright, trademark or proprietary or intellectual property right, or misappropriates a third person's trade secrets.
Source: Item 17 — RENEWAL, TERMINATION, TRANSFER, AND DISPUTE RESOLUTION (FDD pages 51–55)
What This Means (2025 FDD)
According to Basecamp Fitness's 2025 Franchise Disclosure Document, ProVision (presumably a software or service provider) agrees to indemnify, hold harmless, and defend the customer (likely the franchisee) against third-party actions, claims, demands, or liabilities. This indemnification includes covering reasonable attorney's fees and costs.
Specifically, ProVision's obligation to indemnify the Basecamp Fitness customer arises from allegations that the ProVision Materials infringe upon a third party's copyright, trademark, or proprietary or intellectual property right. It also extends to situations where ProVision misappropriates a third person's trade secrets.
This clause protects the franchisee from legal issues stemming from the materials provided by ProVision. It ensures that if a customer is sued for intellectual property infringement due to ProVision's materials, ProVision will bear the legal and financial burden of defending against the claim. This is a standard practice in franchising to protect franchisees from liabilities arising from franchisor-provided materials.