Does the Body Brain Center agreement specify that the Indemnifying Party is responsible for allegations of copyright or trademark infringement related to materials they furnish?

According to Body Brain Center's 2025 Franchise Disclosure Document, the franchise agreement addresses responsibility for copyright and trademark infringement. Specifically, Article 7 outlines indemnification responsibilities between parties. The agreement states that the Indemnifying Party agrees to indemnify and hold harmless the other Party from claims, damages, liabilities, losses, judgments, costs, and attorneys' fees arising directly out of, or relating to any allegation that a material furnished by the Indemnifying Party and used by the Indemnified Party infringes copyrights, trademarks or other legal rights.

In practical terms, this means that if a Body Brain Center franchisee (as the Indemnifying Party) provides materials that are used by Body Brain Center (as the Indemnified Party) and these materials are alleged to infringe on someone else's copyright or trademark, the franchisee is responsible for covering the costs and damages associated with the claim. This includes legal fees, potential damages awarded in a lawsuit, and other related expenses.

However, the agreement also notes that the Indemnified Party (Body Brain Center) has the right, in its absolute discretion and at its sole cost, to employ attorneys of its own choice and to institute or defend any claim for which the Indemnified Party has a right to be indemnified. This means that while the franchisee may be responsible for indemnifying Body Brain Center, Body Brain Center retains control over the legal defense strategy. Franchisees should carefully consider this clause and understand their potential financial exposure related to intellectual property infringement claims.