If a Byrider licensee elects to continue being licensed after a termination notice, who is responsible for the defense of legal actions and indemnification?
Byrider Franchise · 2025 FDDAnswer from 2025 FDD Document
If, however, Licensee notifies Licensor in writing during the one (1) month after Licensor's notice of termination under this Section that Licensee elects to continue to be licensed with respect to the Licensed System, then Licensee shall undertake, at Licensee's expense, the defense of any such legal action against Licensee and/or Licensor arising from Licensee's use of the Licensed System and shall indemnify and hold Licensor harmless with respect to all costs, damages, and attorney fees actually incurred and attributable to such continued use or further defense of said legal action after such notice is given to Licensor.
Source: Item 23 — Receipts (FDD pages 88–335)
What This Means (2025 FDD)
According to the 2025 Byrider Franchise Disclosure Document, if Byrider elects to terminate the licensing agreement to avoid infringement within twelve months of delivering the licensed system, the licensee has the option to continue being licensed. If the licensee chooses to continue the license, they will be responsible for the defense of any legal actions.
Specifically, the licensee must undertake the defense of any legal action against both the licensee and Byrider that arises from the licensee's use of the licensed system. This defense is at the licensee's own expense.
Furthermore, the licensee is required to indemnify and hold Byrider harmless. This means the licensee must protect Byrider from all costs, damages, and attorney fees that are actually incurred and are attributable to the continued use of the licensed system or the further defense of the legal action after the notice is given to Byrider.