Is there a limit to the extent of indemnification required by the Developer and Principal for Beyond Juicery Eatery?
Beyond_Juicery_Eatery Franchise · 2025 FDDAnswer from 2025 FDD Document
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- In recognition of the requirements of the General Business Laws of the State of New York, Article 33, §§ 680 through 695, the Area Development Agreement for Beyond Juicery + Eatery Franchising, LLC is amended as follows:
- Section 8 requires you to sign a general release as a condition of renewal, transfer. Such release shall exclude claims arising under the General Business Laws.
- Under Section 8, Franchisor shall not transfer and assign its rights and obligations under the Area Development Agreement unless the transferee will be able to perform Franchisor's obligations under the Area Development Agreement, in Franchisor's good faith judgment, so long as it remains subject to the General Business Laws of the State of New York.
- Section 13 is amended to provide that you will not be required to indemnify Franchisor for any liability imposed upon Franchisor as a result of your reliance upon or use of procedures or products that were required by Franchisor, if such procedures or products were utilized by you in the manner required by Franchisor.
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- Each provision of this Addendum shall be effective only to the extent that the jurisdictional requirements of the New York Law applicable to the provisions are met independently of this Addendum. To the extent this Addendum shall be deemed to be inconsistent with any terms or conditions of said Area Development Agreement or exhibits or attachments thereto, the terms of this Addendum shall govern.
IN WITNESS WHEREOF, each of the undersigned hereby acknowledges having read this Addendum and understands and consents to be bound by all of its Terms.
BEYOND FRANCHISIN JUICERY IG, LLC + EATERY YOU
FOR THE STATE OF NORTH DAKOTA
Source: Item 23 — RECEIPTS (FDD pages 60–337)
What This Means (2025 FDD)
According to the 2025 FDD, the Area Development Agreement for Beyond Juicery Eatery in New York includes an amendment that provides some limitation to the indemnification obligations of the developer. Specifically, the developer will not be required to indemnify Beyond Juicery Eatery for any liability imposed upon Beyond Juicery Eatery as a result of the developer's reliance upon or use of procedures or products that were required by Beyond Juicery Eatery, if such procedures or products were utilized by the developer in the manner required by Beyond Juicery Eatery.
This means that if Beyond Juicery Eatery mandates the use of certain procedures or products, and the developer follows those instructions correctly, the developer will not be held responsible for any resulting liabilities incurred by Beyond Juicery Eatery. This provision offers a degree of protection to the developer, ensuring they are not penalized for adhering to the franchisor's required operational standards.
This type of limitation on indemnification is not standard in all franchise agreements, as many require franchisees to indemnify the franchisor for a broad range of liabilities. Therefore, this clause in the New York Area Development Agreement could be seen as a beneficial term for Beyond Juicery Eatery developers in New York. Prospective developers should carefully review the indemnification clauses in their agreements and understand the extent to which they may be liable for the franchisor's actions or requirements.