What is the scope of the Bft franchisee's obligation to indemnify Indemnitees regarding the operation of the Studio?
Bft Franchise · 2025 FDDAnswer from 2025 FDD Document
r fiduciary of the other Party for any purpose whatsoever. Franchisee shall hold itself out to the public as an independent contractor operating the business pursuant to a license from Franchisor, and Franchisee agrees to take such action including exhibiting a notice to that effect in such content, form and place as Franchisor may specify. It is further specifically agreed that Franchisee is not an affiliate of Franchisor and that neither Party shall have authority to act for the other in any manner to create any obligations or indebtedness that would be binding upon the other Party. Neither Party shall be in any way responsible for any acts and/or omissions of the other, its agents, servants or employees and no representation to anyone will be made by either Party that would create an implied or apparent agency or other similar relationship by and between the Parties.
11.2 Indemnification. Franchisee agrees to indemnify, defend and hold Franchisor, its owners, affiliates, successors and assigns, and the directors, officers, owners, managers, employees, servants and agents of each (collectively, the "Indemnitees"), harmless from and against any and all losses, damage, claims, demands, liabilities and causes of actions of every kind or character and nature, as well as costs and expenses incident thereto (including reasonable attorneys' fees and court costs), that are brought against any of the Indemnitees that arise out of or are otherwise related to Franchisee's or an Indemnitee's (a) breach or attempted breach of, or misrepresentation under, this Agreement or in connection with the offer/sale of the Studio prior to the execution of this Agreement; (b) ownership, construction, development, management, or operation of the Studio in any manner, including, without limitation, Franchisee's or an Indemnitee's employment practices; (c) gross negligence or intentional misconduct; and/or (d) alleging Franchisee's or its representatives' violation of Applicable Laws as set forth in Section 8.5 above. Notwithstanding the foregoing, any Indemnitee may choose to engage counsel and defend against any such claim and may require immediate reimbursement from the Franchisee of all expenses and fees incurred in connection with such defense.
Source: Item 23 — RECEIPTS (FDD pages 79–265)
What This Means (2025 FDD)
According to Bft's 2025 Franchise Disclosure Document, the franchisee must indemnify, defend, and hold harmless the Franchisor, its owners, affiliates, successors, assigns, and their respective directors, officers, owners, managers, employees, servants, and agents (collectively referred to as "Indemnitees") from any losses, damages, claims, demands, liabilities, and causes of action. This includes all associated costs and expenses, such as reasonable attorneys' fees and court costs.
This indemnification obligation arises from claims against the Indemnitees related to the franchisee's breach (or attempted breach) of the Franchise Agreement, misrepresentations made in connection with the Studio's offer or sale before the agreement, or the ownership, construction, development, management, or operation of the Studio. It also covers claims arising from the franchisee's or an Indemnitee's employment practices, gross negligence, intentional misconduct, or alleged violations of applicable laws.
Notably, any Indemnitee can choose their own counsel and demand immediate reimbursement from the franchisee for all defense-related expenses. This indemnification remains effective even after the Franchise Agreement expires or terminates. Indemnitees are not required to seek recovery from insurers or mitigate their losses before claiming against the franchisee. Furthermore, the franchisee's indemnification obligations specifically include claims related to breaches of privacy resulting from the use of surveillance cameras at the Studio.