Under what circumstances does a Basecamp Fitness customer agree to indemnify ProVision, including covering attorney's fees and costs?
Basecamp_Fitness Franchise · 2025 FDDAnswer from 2025 FDD Document
- a. By Customer. Customer agrees to indemnify, hold harmless and defend ProVision and its directors, officers, employees and agents from and against any third party action, claim, demand, dispute, or liability, including reasonable attorney's fees and costs, arising from or relating to: (i) Customer's breach of this Agreement; (ii) any negligence or willful misconduct of Customer; (iii) any allegation that the Site or Customer Content infringes a third person's copyright, trademark or proprietary or intellectual property right, or misappropriates a third person's trade secrets; or (iv) any action or conduct of ProVision undertaken pursuant to this Agreement. Customer agrees that ProVision shall have the right to participate in the defense of any such claim through counsel of its own choosing.
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, a customer agrees to indemnify ProVision under specific circumstances. Indemnification means the customer will protect ProVision from certain legal liabilities.
Specifically, the customer agrees to indemnify, hold harmless, and defend ProVision and its representatives from any third-party action, claim, demand, dispute, or liability. This includes covering reasonable attorney's fees and costs if such issues arise from or relate to: the customer's breach of their agreement with ProVision, any negligence or willful misconduct by the customer, any allegation that the customer's site or content infringes on a third party's intellectual property rights (copyright, trademark, etc.) or misappropriates trade secrets, or any action or conduct of ProVision undertaken pursuant to the agreement.
The agreement also specifies that ProVision has the right to participate in the defense of any such claim through its own legal counsel. This means that while the customer is responsible for the initial defense and indemnification, ProVision can also have its lawyers involved to protect its interests. This clause outlines the situations where a Basecamp Fitness customer takes on the responsibility of protecting ProVision from legal claims and associated costs, providing clarity on liability and risk allocation between the parties.