Does the Bevaris Alliance franchise agreement specify that the indemnity covers interest?
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 addresses the franchisee's responsibility to indemnify Bevaris Alliance against various liabilities. Specifically, the agreement states that the franchisee must indemnify Bevaris Alliance against all liabilities, costs, expenses, damages, and losses.
This indemnity extends to direct, indirect, or consequential losses, including loss of profit and reputation. Crucially, the indemnity explicitly includes "all interest, penalties and legal costs including attorney's fees (calculated on a full indemnity basis) and all other reasonable professional costs and expenses". This means that if Bevaris Alliance incurs interest charges due to an event covered by the indemnity (such as the franchisee's breach of contract), the franchisee is responsible for covering those interest payments.
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 offers some protection to the franchisee, ensuring they are not liable for issues arising from Bevaris Alliance's actions. Prospective franchisees should carefully consider the scope of this indemnity and consult with legal counsel to fully understand their potential liabilities under the Bevaris Alliance franchise agreement.