Does the Indiana Addendum to the Caring Transitions Franchise Agreement alter the franchisee's obligations regarding the use of procedures or materials provided by the franchisor?
Caring_Transitions Franchise · 2025 FDDAnswer from 2025 FDD Document
- The fourth sentence of Article 17 is replaced with the following:
"Franchisee shall indemnify and hold Franchisor harmless from and against any and all claims, debts, liabilities or obligations arising directly or indirectly from, as a result
of or in connection with Franchisee's operation of the franchised business (excluding, however, liabilities caused by (i) Franchisee's proper reliance on or use of procedures or materials provided by Franchisor or (ii) Franchisor's negligence), and shall pay all costs (including, without limitation, attorney and accountant fees) incurred by Franchisor in defending against and/or responding to them."
The parties are signing this addendum concurrently with the Franchise Agreement to which it is attached.
Source: Item 22 — CONTRACTS (FDD page 49)
What This Means (2025 FDD)
According to the 2025 Caring Transitions Franchise Disclosure Document, the Indiana Addendum modifies the Franchise Agreement regarding liability for the franchisee's use of franchisor-provided procedures or materials. Specifically, it replaces Section 16.1 and modifies Article 17 concerning indemnification.
The addendum states that the franchisee will indemnify and hold Caring Transitions harmless from claims and liabilities related to the franchisee's business operations. However, this excludes liabilities caused by the franchisee's proper reliance on or use of procedures or materials provided by Caring Transitions, or liabilities caused by Caring Transitions's negligence. This means that if a franchisee follows Caring Transitions's prescribed methods and incurs liability as a direct result, or if Caring Transitions is negligent, the franchisee is not responsible for indemnifying Caring Transitions.
This modification offers some protection to Indiana franchisees, ensuring they are not held liable for issues arising directly from following the franchisor's instructions or from the franchisor's own negligence. This type of clause is not uncommon in franchise agreements, as franchisors often retain control over operational procedures while franchisees execute them. Franchisees should carefully review this section to understand the scope of their protection and responsibilities under the agreement.