Can a Body Brain Center franchisee participate in the defense of a claim for which they are providing indemnity?
Body_Brain_Center Franchise · 2025 FDDAnswer from 2025 FDD Document
You agree to indemnify the Indemnified Parties and hold them harmless for, from and against any and all Losses and Expenses incurred by any of them as a result of or in connection with any of the following: (i) the marketing, use or operation of your Center or your performance and/or breach of any of your obligations under this Agreement; (ii) any other Claim arising from alleged violations of your relationship with and responsibility to us; or (iii) any Claim relating to taxes or penalties assessed by any governmental entity against us that are directly related to your failure to pay or perform functions required of you under this Agreement.
The Indemnified Parties shall have the right, in their sole discretion to: (i) retain counsel of their own choosing to represent them with respect to any Claim; and (ii) control the response thereto and the defense thereof, including the right to enter into an agreement to settle such Claim.
You may participate in such defense at your own expense.
You agree to give your full cooperation to the Indemnified Parties in assisting the Indemnified Parties with the defense of any such Claim, and to reimburse the Indemnified Parties for all of their costs and expenses in defending any such Claim, including court costs and reasonable attorneys' fees, within 10 days of the date of each invoice delivered by such Indemnified Party to you enumerating such costs, expenses and attorneys' fees.
Source: Item 23 — RECEIPT (FDD pages 43–178)
What This Means (2025 FDD)
According to the 2025 Body & Brain Center Franchise Disclosure Document, franchisees are required to indemnify the Indemnified Parties and hold them harmless against any losses or expenses resulting from various claims related to the franchisee's Body & Brain Center. These claims include those arising from the operation of the center, breaches of the franchise agreement, or tax-related issues.
While Body & Brain Center retains the right to control the defense of any claim, including choosing legal counsel and settling the claim, the franchisee is permitted to participate in the defense at their own expense. This means a franchisee can have their own legal representation and offer input, but the Indemnified Parties have the final say in the defense strategy and settlement decisions.
Furthermore, the franchisee is obligated to fully cooperate with the Indemnified Parties in the defense of any claim and must reimburse them for all costs and expenses, including court costs and reasonable attorneys' fees, within 10 days of receiving an invoice. This financial responsibility underscores the importance of understanding the scope of indemnity and potential liabilities as a Body & Brain Center franchisee.