Does the Bevaris Alliance franchise agreement specify that the indemnity covers consequential losses?
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 the 2024 Bevaris Alliance Franchise Disclosure Document, the franchise agreement specifies that the franchisee must indemnify Bevaris Alliance against various liabilities, costs, expenses, damages, and losses. This includes direct, indirect, or consequential losses. These losses can include loss of profit, loss of reputation, interest, penalties, and legal costs, including attorney's fees calculated on a full indemnity basis, as well as other reasonable professional costs and expenses.
This means that if a franchisee's actions or failures lead to financial or reputational damage to Bevaris Alliance, the franchisee is responsible for covering those losses. This indemnity extends to claims made by third parties against Bevaris Alliance that arise from the franchisee's breach, negligence, or failure to perform the franchise agreement. It also covers claims related to death, personal injury, or property damage attributable to the franchisee's actions or omissions.
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 provision aims to protect Bevaris Alliance from liabilities caused by the franchisee while ensuring that the franchisee is not held responsible for Bevaris Alliance's own failings.
For a prospective franchisee, this clause highlights the importance of adhering to the franchise agreement and operating the business responsibly to avoid potential liabilities. It is crucial to understand the scope of the indemnity and to maintain adequate insurance coverage to mitigate these risks.