Are judgments included in the Losses and Expenses that Belocal franchisees 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, franchisees must indemnify Belocal for Losses and Expenses, which specifically includes judgments. This means that if a Belocal franchisee's actions lead to a lawsuit and a judgment against Belocal, the franchisee is responsible for covering the amount of the judgment.
The definition of "Losses and Expenses" is broad, encompassing not only judgments but also all losses, damages (including compensatory, exemplary, or punitive), fines, charges, costs, expenses, lost profits, obligations, liabilities, penalties, reasonable attorneys' fees, court costs, settlement amounts, and compensation for damage to Belocal's reputation and goodwill. This extensive list highlights the significant financial responsibility a Belocal franchisee undertakes when agreeing to the indemnity clause.
The indemnity extends to various situations, including violations of laws, property damage, personal injury, negligence, data breaches, breaches of the Franchise Agreement, intellectual property infringement, failure to warn, labor disputes, and third-party claims related to the franchise. This means a wide range of potential liabilities could fall under the franchisee's obligation to indemnify Belocal. The franchisee's duty to indemnify exists regardless of whether Belocal was also negligent. Franchisees should carefully consider the scope of this indemnity and consult with an attorney to understand the potential financial risks.