Does the Belocal franchisee's indemnification obligation extend to infringement of intellectual property rights by Independent Staff?
Belocal Franchise · 2025 FDDAnswer from 2025 FDD Document
any Franchisee Indemnifying Party, any Independent Staff, or the Franchised Business; (2) any damage to property caused by any Franchisee Indemnifying Party, any Independent Staff, or the Franchised Business; (3) injury to or death or disability of any person caused by any Franchisee Indemnifying Party, any Independent Staff, or the Franchised Business; (4) any negligence, recklessness, misconduct, or criminal conduct by any Franchisee Indemnifying Party, the operations managers, or any Independent Staff; (5) data breaches related to the Franchised Business or the business of Franchisor or any of its affiliates; (6) any breach of this Agreement or any representations and warranties herein by any Franchisee Indemnifying Party; (7) infringement of any intellectual property rights by any Franchisee Indemnifying Party or any Independent Staff, or otherwise related to the operation of the Franchised Business; (8) any failure by any Franchisee Indemnifying Party, any Independent Staff, or the Franchised Business to warn or give instructions related to any products or services provided by Indemnitees or by Franchisee; (9) any labor or employment law disputes relating to the Franchised Business or claims arising out of Franchisee's employment practices, including claims that any of the Indemnities are the employer, joint employer, or co-employer of Franchisee, any Principal, or Franchisee's agents, employees, or contractors; (10) any thirdparty claim that arises from or that explicitly or implicitly is premised on Franchisor's direct and vicarious liability or that arises from Franchisee's employment and personnel decisions, including wrongful termination, wage and hour violations, and employee harassment and discrimination claims; (11) any acts, errors, or omissions of the Franchised Business, any Franchisee Indemnifying Party, and/or any Independent Staff; (12) the content of, advertisements in, and distribution of the Publication; (13) losses, claims, or damages incurred by persons, other than Franchisee, due to errors or omissions contained in financial statements prepared by any Franchisee Indemnifying Party pursuant to this Agreement, even if cause by the negligence of any Franchisee Indemnifying Party or others for whom Franchisee is responsible under the law; or (14) any third-party claim that arises from or is connected with the ownership, establishment, operation, or closure of the Franchised Business and/or the Publication.
Source: Item 22 — CONTRACTS (FDD page 71)
What This Means (2025 FDD)
According to Belocal's 2025 Franchise Disclosure Document, the franchisee's indemnification obligations do extend to the infringement of intellectual property rights by their Independent Staff. Specifically, the franchisee must indemnify Belocal against losses and expenses arising from intellectual property infringement related to the operation of the franchised business. This includes infringement by the franchisee's Independent Staff.
This means that if an Independent Staff member infringes on someone else's intellectual property rights while working for the Belocal franchise, the franchisee is responsible for covering the costs associated with any legal actions or claims that arise as a result. This could include legal fees, settlement costs, and damages awarded to the intellectual property owner.
This obligation highlights the importance of franchisees ensuring that their Independent Staff are aware of and respect intellectual property rights. Franchisees should implement training and monitoring procedures to minimize the risk of infringement. It is also important for prospective franchisees to understand the scope of their indemnification obligations and to factor in the potential costs of defending against intellectual property claims when evaluating the Belocal franchise opportunity.