What is included in the definition of 'Losses and Expenses' that the Belocal franchisee must indemnify?
Belocal Franchise · 2025 FDDAnswer from 2025 FDD Document
"Losses and Expenses" includes, without limitation, all losses, compensatory, exemplary, or punitive damages, fines, charges, costs, expenses, lost profits, obligations, liabilities, penalties, reasonable attorneys' fees, court costs, settlement amounts, judgments, compensation for damages to Franchisor's reputation and goodwill, and other such amounts incurred in connection with the matters described in Section 12.B.(1) above. This indemnity shall survive the expiration or termination of this Agreement. Each Franchisee Indemnifying Party agrees that this obligation to indemnify applies regardless of the cause or any concurrent or contributing fault or negligence of the Indemnitees. Each Franchisee Indemnifying Party hereby waives all claims against Indemnitees arising from any of the foregoing.
Source: Item 22 — CONTRACTS (FDD page 71)
What This Means (2025 FDD)
According to Belocal's 2025 Franchise Disclosure Document, the term "Losses and Expenses" is broadly defined in the context of indemnification. It encompasses a wide array of potential financial burdens that a Belocal franchisee may be responsible for under the franchise agreement. This definition is important because it outlines the scope of the franchisee's financial responsibility in various situations where they are required to indemnify Belocal.
Specifically, "Losses and Expenses" includes, but is not limited to, all losses, compensatory, exemplary, or punitive damages, fines, charges, costs, expenses, lost profits, obligations, liabilities, penalties, reasonable attorneys' fees, court costs, settlement amounts, judgments, compensation for damages to Belocal's reputation and goodwill, and other such amounts. This extensive list means that franchisees could be liable for a wide range of costs, from direct financial losses and legal fees to damages awarded in lawsuits and compensation for harm to Belocal's brand image.
The Belocal FDD emphasizes that the obligation to indemnify applies regardless of the cause or any fault or negligence of Belocal itself. This means that even if Belocal is partly responsible for a loss or expense, the franchisee may still be required to cover the full amount. Franchisees also waive all claims against Belocal arising from these situations. This broad indemnification clause places a significant financial responsibility on Belocal franchisees, requiring them to be prepared for a variety of potential liabilities.