Is Deck Medic required to indemnify a franchisee for damages or expenses in a proceeding involving a copyright or patent?
Deck_Medic Franchise · 2024 FDDAnswer from 2024 FDD Document
10.C. INDEMNIFICATION BY FRANCHISOR
Franchisor shall indemnify, defend, and hold Franchisee and Franchisee's officers, directors, shareholders, members, owners, partners, agents, representatives, independent contractors, employees, assigns and successors (the "Franchisee Indemnified Parties") harmless from all losses, expenses, claims, causes of action, lawsuits, liabilities, taxes, costs, demands, proceedings, investigations, hearings, and/or damages solely arising out of, or solely relating to, Franchisor's gross negligence in the operation of Franchisee's Deck Medic Business that was the direct cause of any such loss, expense, liability or damage provided Franchisee immediately notifies Franchisor of such claim, cause of action, lawsuit, demand, proceeding, investigation or hearing, and Franchisor shall pay all of the Franchisee Indemnified Parties' reasonable costs, fees and expenses of defending any such claim, cause of action, lawsuit, demand, proceeding, investigation, and/or hearing brought against any of the Franchisee Indemnified Parties or any such claim, cause of action, lawsuit, demand, proceeding, investigation, and/or hearing in which any of the Franchisee Indemnified Parties is named as a party, including, without limitation, reasonable accountant fees, attorney fees, and expert witness fees, court costs, deposition fees, travel expenses and other litigation expenses provided Franchisee immediately notifies Franchisor of such claim, cause of action, lawsuit, demand, proceeding, investigation or hearing. Franchisor agrees that the terms of this Article 10.C. shall survive the termination, expiration or Transfer of this Agreement.
Source: Item 14 — PATENTS, COPYRIGHTS AND PROPRIETARY INFORMATION (FDD page 33)
What This Means (2024 FDD)
According to Deck Medic's 2024 Franchise Disclosure Document, Deck Medic is obligated to indemnify franchisees under specific circumstances. Deck Medic will indemnify, defend, and hold the franchisee harmless from losses, expenses, claims, lawsuits, liabilities, taxes, costs, demands, proceedings, investigations, hearings, and/or damages. However, this obligation is limited to situations solely arising out of, or solely relating to, Deck Medic's gross negligence in the operation of the franchisee's Deck Medic Business, and only if this negligence was the direct cause of the loss, expense, liability, or damage.
To be eligible for indemnification, the franchisee must immediately notify Deck Medic of any claim, lawsuit, demand, proceeding, or investigation. Deck Medic is then responsible for paying all reasonable costs, fees, and expenses related to defending the franchisee in any such legal action. This includes accountant fees, attorney fees, expert witness fees, court costs, deposition fees, travel expenses, and other litigation expenses.
It is important to note that this indemnification is specifically tied to Deck Medic's gross negligence in operating the franchisee's business. The FDD excerpt does not explicitly state whether this indemnification extends to proceedings involving copyright or patent infringement. A prospective franchisee should seek clarification from Deck Medic on whether this indemnification clause covers such intellectual property-related claims, or if there are other provisions addressing such situations.