What does each party agree to do regarding indemnification in the Degree Wellness agreement?
Degree_Wellness Franchise · 2025 FDDAnswer from 2025 FDD Document
ssociate regarding the safeguarding of PHI.
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- Certification. To the extent that Covered Entity determines that such examination is necessary to comply with Covered Entity's legal obligation pursuant to HIPAA, the HIPAA Regulations, and the HITECH Act, Covered Entity or its authorized agents or contractors may, at Covered Entity's expense, examine Business Associate's facilities, systems, procedures (including but not limited to review of training procedures for Business Associate's staff) and records as may be necessary for such agents or contractors to certify to Covered Entity the extent to which Business Associate's security safeguards comply with HIPAA, the HIPAA Regulations, the HITECH Act, and this Agreement.
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- Indemnification. 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.
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- Compliance With State Law. Business Associate acknowledges that Business Associate and Covered Entity may have confidentiality and privacy obligations under applicable State law. If any provisions of this Agreement or HIPAA, the HIPAA Regulations, or the HITECH Act conflict with
applicable State law regarding the degree of protection provided for PHI and patient medical records, then Business Associate shall comply with the more restrictive requirements.
11. Miscellaneous.
- (a) Amendment. Business Associate and Covered Entity agree to take such action as is necessary to amend this Agreement from time to time to enable the Parties to comply with the requirements of HIPAA, the HIPAA Regulations and the HITECH Act.
Source: Item 23 — Receipts (FDD pages 66–257)
What This Means (2025 FDD)
According to Degree Wellness's 2025 Franchise Disclosure Document, the franchise agreement outlines specific indemnification responsibilities for both the franchisee and franchisor. If 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 resulting from negligence, wrongful acts, or omissions. This includes failure to fulfill obligations under the agreement by the Indemnifying Party, its employees, directors, officers, subcontractors, agents, or other workforce members.
Specifically, the Indemnifying Party is obligated to reimburse the Indemnified Party for all actual and direct losses, liabilities, lost profits, fines, penalties, costs, or expenses, including reasonable attorneys' fees. This reimbursement is required for any suit, claim, action, proceeding, or demand by a third party that arises due to the Indemnifying Party's breach of the agreement.
Additionally, the franchisee acknowledges that they are the sole and independent owner of their franchised business and are responsible for their own actions and omissions, as well as those of their employees, representatives, and agents. Degree Wellness will not be liable for any unauthorized agreements, representations, or warranties made by the franchisee, nor for damages arising from the operation of the franchisee's business, even if caused by negligence, willful action, or professional malpractice. This section clarifies that the franchisee bears the primary responsibility for the business's operations and any liabilities arising from it, reinforcing their independent contractor status.