Is Buildingstars required to participate in a franchisee's defense or indemnify them in a copyright proceeding?
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 14 — PATENTS, COPYRIGHTS AND PROPRIETARY INFORMATION (FDD page 28)
What This Means (2025 FDD)
According to the 2025 Buildingstars Franchise Disclosure Document, franchisees are generally required to indemnify Buildingstars. This means that the franchisee agrees to protect Buildingstars from losses, damages, and expenses arising from the franchisee's actions or omissions related to the business.
Specifically, the franchisee must indemnify, defend, and hold harmless Buildingstars 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. This includes reasonable attorneys' and expert fees arising out of or related to the franchisee's acts or omissions, any breach of the franchise agreement, or the cost of enforcing the indemnification provision.
However, this indemnification is not absolute. The franchisee is not required to indemnify Buildingstars to the extent that such indemnification is prohibited by law, including indemnification for Buildingstars' own negligence if prohibited by law. This means that the specific laws of the jurisdiction will determine the extent to which a franchisee can be held responsible for Buildingstars' liabilities.
The FDD states that franchisees must not use Buildingstars' marks in advertising without the appropriate copyright, trademark, and service mark registration symbols and Buildingstars' consent. While the FDD outlines the franchisee's responsibility to comply with laws and regulations related to advertising, it does not explicitly state whether Buildingstars would defend or indemnify a franchisee in a copyright proceeding. A prospective franchisee should seek clarification from Buildingstars on this specific point.