What is the extent of the Staffer's obligation to indemnify the Degree Wellness Group?
Degree_Wellness Franchise · 2025 FDDAnswer from 2025 FDD Document
to create a partnership or joint venture relationship between the parties. Placed Employees provided to Group by Staffer shall not be eligible to participate in any of the benefits or benefit plans offered or provided by Group to regular employees on Group's payroll.
Indemnity as to Staffing. Staffer shall, to the fullest extent permitted by law, indemnify, defend and save harmless Group, its affiliates, and their respective managers, directors, officers, employees, insurers, and agents, (collectively, the "Indemnified Parties") from and against any and all claims, demands, actions, causes of action, damages, losses, fines, penalties and expenses (including reasonable attorneys' fees), which may be made or asserted against the Indemnified Parties, arising from or related to a Placed Employee and the services provided by Staffer pursuant to this Agreement, including, but not limited to, damage, bodily injury or the death of any person. Staffer also agrees to indemnify, defend and save harmless the Indemnified Parties from and against any liability arising out of or related to a breach of the terms of this Agreement, or any federal, state or local statute, law, ordinance or regulation.
Staffer agrees to indemnify, defend and save harmless the Indemnified Parties from and against any liability for premiums, contributions, taxes, or benefits payable under any workers' compensation, unemployment compensation, Staffer sponsored health care or health care statutorily required to be provided by Staffer, disability benefit, old age benefit, safe and/or sick leave, or tax withholding laws for which the Indemnified Party shall be finally adjudged liable as an employer with respect to any employees of Staffer (including, but not limited to the Placed Employees) assigned by Staffer to Group in accordance with this Agreement.
Source: Item 20 — OUTLETS AND FRANCHISEE INFORMATION (FDD pages 63–66)
What This Means (2025 FDD)
According to Degree Wellness's 2025 Franchise Disclosure Document, the Staffer's indemnification obligations are extensive, covering various liabilities and potential claims. The Staffer must indemnify, defend, and hold harmless the Degree Wellness Group, its affiliates, and their respective managers, directors, officers, employees, insurers, and agents from any claims, demands, actions, causes of action, damages, losses, fines, penalties, and expenses, including reasonable attorneys' fees. This obligation arises from or is related to a Placed Employee and the services provided by the Staffer, including damage, bodily injury, or death of any person.
Furthermore, the Staffer agrees to indemnify the Degree Wellness Group against any liability arising from a breach of the agreement's terms or any violation of federal, state, or local statutes, laws, ordinances, or regulations. This broad indemnification clause means that the Staffer bears significant responsibility for any issues stemming from their employees' actions or non-compliance with applicable laws.
The Staffer also agrees to indemnify, defend, and save harmless the Indemnified Parties from and against any liability for premiums, contributions, taxes, or benefits payable under any workers' compensation, unemployment compensation, Staffer sponsored health care or health care statutorily required to be provided by Staffer, disability benefit, old age benefit, safe and/or sick leave, or tax withholding laws for which the Indemnified Party shall be finally adjudged liable as an employer with respect to any employees of Staffer (including, but not limited to, the Placed Employees) assigned by Staffer to Group in accordance with this Agreement. However, the indemnification obligations in this paragraph will not be triggered by any claims, losses, damages, liabilities, or causes of action that arise from the gross negligence or willful misconduct of client.
This extensive indemnification requirement places a significant burden on the Staffer, as they are responsible for covering a wide range of potential liabilities and costs associated with their services and employees. A prospective franchisee should carefully consider the potential financial implications of this indemnification clause and ensure they have adequate insurance coverage and risk management strategies in place.