Does Body20 have an obligation to indemnify franchisees for losses incurred as a result of Body20's copyrights infringing on another copyright owner?

According to the 2025 Body20 Franchise Disclosure Document, franchisees are generally required to indemnify Body20 and its affiliates against losses arising from the franchisee's business operations or breach of the franchise agreement. However, this obligation is modified in certain circumstances. Specifically, franchisees are not required to indemnify Body20 for losses or liabilities caused by Body20's own negligence, willful misconduct, strict liability, or fraud. This modification is particularly relevant in states like Washington, where franchise agreements are subject to specific regulations.

This means that if a Body20 franchisee faces losses due to Body20's copyright infringement, the franchisee may not be obligated to indemnify Body20 for those losses, provided the infringement was a result of Body20's negligence, willful misconduct, strict liability, or fraud. This provision offers some protection to franchisees against bearing the financial burden of Body20's actions. It is important for prospective franchisees to understand the scope of this indemnification clause and its limitations, as it can significantly impact their financial responsibilities.

It's worth noting that the FDD includes a provision specific to franchisees in certain states (California, Hawaii, Illinois, Indiana, Maryland, Michigan, Minnesota, New York, North Dakota, Rhode Island, South Dakota, Virginia, Washington, or Wisconsin) stating that no agreement signed by the franchisee can waive claims under state franchise law or disclaim reliance on statements made by Body20. This further reinforces the franchisee's rights and protections. Franchisees should consult with legal counsel to fully understand their rights and obligations under the franchise agreement and applicable state laws.