Who does the Belocal franchisee indemnify, defend, and hold harmless regarding content-related losses and expenses?
Belocal Franchise · 2025 FDDAnswer from 2025 FDD Document
. The Franchisee Indemnifying Parties (as defined in Section 12.B.(1) below) shall indemnify, defend, and hold harmless the Indemnitees (as defined in Section 12.B.(1) below) to the fullest extent permitted by law, from any and all losses and expenses incurred in connection with any action, suit, proceeding, claim, demand, investigation, or inquiry (formal or informal), or any settlement thereof (whether or not a formal proceeding or action has been instituted), which arises out of or is based upon (i) the content Franchisee solicits, gathers, obtains, or generates, in connection with the operation of the Franchised Business; (ii) the content Franchisee submits, or causes to be submitted, for publication in any N2 publication; and (iii) any breach by Franchisee of this representation and warranty.
- N. Powers of Attorney. Franchisee hereby appoints Franchisor as Franchisee's true and lawful attorney-in-fact, with full power and authority to assign to Franchisor upon the termination, expiration, or transfer of this Agreement all rights to any Online Presences (including social media accounts and webpages), telephone number(s) (including personal cellphone numbers), and any business listings related to or associated with the Franchised Business. Such power of attorney shall survive the expiration, termination, or transfer of this Agreement, and Franchisee agrees to execute such forms and documents as Franchisor deems necessary to appoint Franchisor as Franchisee's true and lawful attorney-in-fact with full power and authority for the foregoing purposes. Franchisor shall not assume any obligations for costs or expenses related to such Online Presences (including social media accounts and webpages), telephone number(s) (including personal cellphone numbers), and business listings that accrued prior to the date on which they were acquired by Franchisor.
Source: Item 22 — CONTRACTS (FDD page 71)
What This Means (2025 FDD)
According to Belocal's 2025 Franchise Disclosure Document, the franchisee is required to indemnify, defend, and hold harmless certain parties, referred to as "Indemnitees," from losses and expenses related to the content they create, solicit, gather, obtain, or generate in connection with the operation of the Belocal franchised business. This obligation extends to content the franchisee submits or causes to be submitted for publication in any N2 publication, as well as any breach of the franchisee's representations and warranties regarding the content. The Indemnitees include Belocal itself, its predecessors and affiliates, and their respective shareholders, members, partners, officers, directors, managers, employees, agents, representatives, attorneys, accountants, guarantors, successors, and assigns, in both their corporate and individual capacities, past or present.
In practical terms, this means that if a Belocal franchisee creates content that leads to a lawsuit or claim, the franchisee is responsible for covering the legal costs and any resulting damages incurred by the Indemnitees. This could include expenses arising from copyright infringement, defamation, or violation of privacy laws related to the content. The franchisee's responsibility extends to all losses and expenses, encompassing damages, fines, costs, lost profits, attorney's fees, and settlement amounts.
This indemnification obligation is broad and continues even after the franchise agreement expires or is terminated. It applies regardless of whether the Indemnitees were also at fault or negligent. The franchisee must also notify Belocal of any action or claim within a specific timeframe and allow Belocal to control the defense and settlement of the claim. This arrangement places a significant financial burden on the franchisee to ensure all content is legally compliant and does not infringe on the rights of others.