What happens if the Degree Wellness Services Agreement provides for indemnification of the Parties?
Degree_Wellness Franchise · 2025 FDDAnswer from 2025 FDD Document
In the event the Services Agreement provides for indemnification of the Parties or a Party, then provisions of this Section 9 shall control with respect to the matters contained in this Agreement.
Each Party (the "Indemnifying Party") agrees to indemnify, defend and hold harmless the other Party (the "Indemnified Party") against all actual and direct losses suffered by the Indemnified Party from any negligence or wrongful acts or omissions, including failure to perform its obligations under this Agreement, by the Indemnifying Party or its employees, directors, officers, subcontractors, agents or other members of its workforce.
Accordingly, on demand, the Indemnifying Party shall reimburse the Indemnified Party for any and all actual and direct losses, liabilities, lost profits, fines, penalties, costs or expenses (including reasonable attorneys' fees) which may for any reason be incurred by Indemnified Party or imposed upon the Indemnified Party by reason of any suit, claim, action, proceeding or demand by any third party, as a result of the Indemnifying Party's breach hereunder.
Source: Item 23 — Receipts (FDD pages 66–257)
What This Means (2025 FDD)
According to Degree Wellness's 2025 Franchise Disclosure Document, if the Services Agreement includes indemnification provisions, Section 9 of the agreement dictates the handling of matters related to it. Indemnification means that each party (the Indemnifying Party) agrees to protect, defend, and hold harmless the other party (the Indemnified Party) from actual and direct losses resulting from negligence, wrongful acts, or failures to fulfill obligations under the agreement. This extends to the actions or omissions of their employees, directors, officers, subcontractors, agents, or other workforce members.
Specifically, the Indemnifying Party is required to reimburse the Indemnified Party for any actual and direct losses, liabilities, lost profits, fines, penalties, costs, or expenses, including reasonable attorney's fees. This reimbursement is triggered by any suit, claim, action, proceeding, or demand by a third party that arises from the Indemnifying Party's breach of the agreement.
For a prospective Degree Wellness franchisee, this means that you could be responsible for covering the costs incurred by Degree Wellness if your actions or the actions of your employees, for example, lead to a lawsuit or financial loss for Degree Wellness. Conversely, Degree Wellness would be responsible for covering your losses if their actions or the actions of their employees lead to a lawsuit or financial loss for you. It is important to carefully review the Services Agreement and understand the scope of the indemnification provisions to assess potential liabilities and ensure adequate insurance coverage.