Does the Bft franchisee's indemnification obligation extend beyond the termination or expiration of the Franchise Agreement?
Bft Franchise · 2025 FDDAnswer from 2025 FDD Document
or by their nature expires. Without limiting the generality of the foregoing, the parties expressly acknowledge that each of the following provisions of this Agreement will survive the Agreement's expiration or termination: Section 10.4 (Information Security); Section 11 (Relationship of the Parties; Indemnification); Section 12 (Confidential Information); Section 13.1.B (Non-Competition Covenants of Franchisee; After the Term of this Agreement); Section 13.2.B (Non-Solicitation Covenants; After the Term of this Agreement); Section 15.3 (Obligations of Franchisee upon Termination or Expiration); Section 16 (Resolution of Disputes); Section 17 (Miscellaneous Provisions); Section 18 (Acknowledgements); and Section 19 (Entire Agreement).
Source: Item 23 — RECEIPTS (FDD pages 79–265)
What This Means (2025 FDD)
According to the 2025 Bft Franchise Disclosure Document, the franchisee's indemnification obligations do extend beyond the termination or expiration of the Franchise Agreement. Specifically, Section 11 (Relationship of the Parties; Indemnification) survives the expiration or termination of the agreement. This means that even after the franchise agreement ends, the franchisee may still be responsible for covering certain losses, damages, or liabilities incurred by Bft that relate to the franchisee's actions or inactions during the term of the agreement.
This survival clause is a common feature in franchise agreements. It protects Bft from potential liabilities arising from the franchisee's operation of the business, even after the franchise relationship has ended. For example, if a customer injury occurred at the Bft studio during the franchise term but a lawsuit is filed after the agreement terminates, the franchisee could still be responsible for indemnifying Bft against those claims.
Prospective Bft franchisees should carefully review Section 11 of the franchise agreement to fully understand the scope of their indemnification obligations and how long those obligations last beyond the agreement's term. It is important to assess the potential risks and liabilities associated with operating a Bft franchise and to ensure adequate insurance coverage is in place to protect against such risks. Franchisees should also seek legal counsel to fully understand their responsibilities.