Does the Buildingstars franchise agreement require a franchisee to indemnify Buildingstars for Buildingstars' own negligence?
Buildingstars Franchise · 2025 FDDAnswer from 2025 FDD Document
To the fullest extent permitted by law, FRANCHISEE, for itself and its owners, employees, agents, officers, directors, members, managers, parents, subsidiaries, affiliates, successors and assigns ("Indemnitors"), agree, at their sole cost and expense, to indemnify, defend and hold harmless, and to reimburse on demand BUILDINGSTARS and all entities related to BUILDINGSTARS and their respective shareholders, directors, officers, members, managers, employees agents, partners, attorneys, licensees, affiliates successors and assigns ("Indemnified Parties") for and against any and all damages, losses, liabilities, bodily injury, property damage, obligations, penalties, fines, claims, litigation, demands, defenses, judgments, suit proceedings, administrative orders, consent agreements, costs, disbursements or expenses of any kind or any nature whatsoever, including without limitation, reasonable attorneys' and expert fees and disbursements arising out of or related to or in any way arising out of the acts or omissions of any Indemnitor, including without limitation (i) any act or omission, negligent or otherwise, of the Indemnitors or anyone directly or indirectly employed by them or anyone for whom they may be
liable relative to the Business; (ii) any breach by the Indemnitors of any term or provision of this Agreement; and (iii) the cost, including, but not limited to reasonable attorney's fees, of enforcing this indemnification provision. The obligations of Indemnitors are joint and several.
This indemnification shall not be construed to indemnify an Indemnified Party to the extent such indemnification is prohibited by law, including, an indemnification of any Indemnified Party from its own negligence, if prohibited by law. To the extent indemnification of any party hereunder would be prohibited by law, this provision shall not apply to such party with respect to such otherwise indemnifiable act but shall continue to be effective as to all other parties with respect to whom indemnification is not prohibited by applicable law.
Source: Item 22 — CONTRACTS (FDD page 43)
What This Means (2025 FDD)
According to Buildingstars's 2025 Franchise Disclosure Document, the franchise agreement includes an indemnification clause where the franchisee agrees to protect Buildingstars from various damages, losses, and liabilities. However, this indemnification is limited by law.
Specifically, the agreement states that the indemnification shall not be interpreted to require the franchisee to indemnify Buildingstars from Buildingstars' own negligence if such indemnification is prohibited by law. This means that the franchisee's obligation to indemnify Buildingstars is contingent on the applicable laws regarding indemnification.
This clause provides a degree of protection for the Buildingstars franchisee, ensuring they are not held responsible for Buildingstars' own negligent actions to the extent that such protection is legally permissible. Prospective franchisees should consult with a legal professional to understand the specific implications of this clause in their jurisdiction and to fully understand their rights and obligations under the franchise agreement.