What costs and expenses are included in the indemnification obligation of a Bevaris Alliance franchisee to Bevaris Alliance?
Bevaris_Alliance Franchise · 2024 FDDAnswer from 2024 FDD Document
- 21.2 Franchisee shall indemnify Franchisor against all liabilities, costs, expenses, damages and losses (including any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs including attorney's fees (calculated on a full indemnity basis) and all other reasonable professional costs and expenses) suffered or incurred by Franchisor arising out of or in connection with:
- (a) Franchisee's breach or negligent performance or non-performance of this agreement;
- (b) the enforcement of this agreement;
- (c) any claim made against Franchisor by a third party to the extent that such claim arises out of the breach, negligent performance or failure or delay in performance of this agreement by Franchisee, its employees, agents or subcontractors; and
- (d) any claim made against Franchisor by a third party for death, personal injury or damage to property to the extent attributable to the acts or omissions of Franchisee, its employees, agents or subcontractors.
- 21.3 This indemnity shall not cover Franchisor to the extent that a claim under it results from Franchisor's negligence or willful misconduct.
Source: Item 23 — RECEIPT (FDD pages 22–88)
What This Means (2024 FDD)
According to Bevaris Alliance's 2024 Franchise Disclosure Document, the franchisee must indemnify Bevaris Alliance against all liabilities, costs, expenses, damages, and losses. These include direct, indirect, or consequential losses, such as loss of profit and loss of reputation. The indemnification also covers all interest, penalties, and legal costs, including attorney's fees calculated on a full indemnity basis, as well as all other reasonable professional costs and expenses.
This indemnification obligation arises out of or in connection with several circumstances. These include the franchisee's breach, negligent performance, or non-performance of the franchise agreement, as well as the enforcement of the agreement itself. It also applies to any third-party claims made against Bevaris Alliance resulting from the franchisee's breach, negligence, or failure to perform the agreement by the franchisee, its employees, agents, or subcontractors. Furthermore, the franchisee must indemnify Bevaris Alliance against claims made by a third party for death, personal injury, or property damage attributable to the acts or omissions of the franchisee, its employees, agents, or subcontractors.
However, the indemnity does not cover Bevaris Alliance to the extent that a claim results from Bevaris Alliance's own negligence or willful misconduct. This means that if Bevaris Alliance is at fault, the franchisee is not required to cover the associated costs and expenses. This section of the FDD outlines the financial responsibilities a franchisee may face in the event of certain liabilities, breaches, or claims, and it's important to understand the scope and limitations of this obligation.