Under what circumstances is the Bevaris Alliance franchisor NOT covered by the franchisee's indemnity?

According to the 2024 Bevaris Alliance Franchise Disclosure Document, the franchisee's obligation to indemnify the franchisor does not extend to situations where claims arise due to the franchisor's own actions. Specifically, Bevaris Alliance will not be covered by the franchisee's indemnity to the extent that a claim results from Bevaris Alliance's negligence or willful misconduct. This means that if a third party sues Bevaris Alliance and the cause of the lawsuit is Bevaris Alliance's own negligence or intentional wrongdoing, the franchisee is not responsible for covering Bevaris Alliance's liabilities, costs, expenses, damages, or losses in that situation.

This provision protects the franchisee from being held liable for Bevaris Alliance's mistakes or intentional harmful acts. It ensures that the franchisee's indemnity obligation is limited to situations where the franchisee's own actions or inactions lead to claims against Bevaris Alliance. This is a fairly standard clause in franchise agreements, as it prevents the franchisor from shifting responsibility for their own misconduct onto the franchisee.

However, the franchisee's protection is conditional. If a claim is made against Bevaris Alliance that could trigger the indemnity, Bevaris Alliance must promptly notify the franchisee in writing, detailing the nature of the claim. Bevaris Alliance cannot admit liability, make agreements, or compromise the claim without the franchisee's prior written consent, unless Bevaris Alliance reasonably believes that not settling would be significantly detrimental. The franchisee and their advisors must be given access to Bevaris Alliance's premises, officers, and relevant documents to assess the claim. The franchisee can also request Bevaris Alliance to take action to defend the claim, provided the franchisee secures Bevaris Alliance against any potential losses.