Does the Body20 franchisee's obligation to indemnify survive the expiration or termination of the Franchise Agreement?
Body20 Franchise · 2025 FDDAnswer from 2025 FDD Document
- 17.8 Survival. Each provision of this Agreement that expressly or by reasonable implication is to be performed, in whole or in part, after the expiration, termination, or Transfer of this Agreement will survive such expiration, termination, or Transfer, including Sections 9 (Intellectual Property), 10 (Proprietary Information), 11 (Indemnification), 12 (Noncompete Covenants), and 15 (Your Obligations Upon Expiration or Termination).
Source: Item 23 — RECEIPT (FDD pages 74–251)
What This Means (2025 FDD)
According to Body20's 2025 Franchise Disclosure Document, the franchisee's obligation to indemnify Body20 does indeed survive the expiration or termination of the Franchise Agreement. Specifically, Section 11 (Indemnification) is among the sections listed as surviving such expiration or termination. This means that even after the franchise agreement ends, the franchisee may still be responsible for covering certain losses, damages, or liabilities as outlined in the indemnification clause.
This survival clause is a fairly standard practice in franchising, designed to protect Body20 from potential liabilities arising from the franchisee's actions during the term of the agreement, even after it has ended. For example, if a customer injury occurred at the Body20 studio while the franchise was operating, but a claim is filed after the agreement terminates, the franchisee might still be responsible for indemnifying Body20 against that claim.
Prospective Body20 franchisees should carefully review the specific terms of the indemnification clause in Section 11 of the Franchise Agreement to fully understand the scope of their responsibilities. It is important to assess the potential risks and ensure adequate insurance coverage to mitigate these risks. Understanding which obligations extend beyond the agreement's term is crucial for long-term financial planning and risk management.