What specific costs and expenses are included in the indemnification obligations of the Licensed Provider to Degree Wellness?
Degree_Wellness Franchise · 2025 FDDAnswer from 2025 FDD Document
- 11.1 Licensed Provider agrees to defend, indemnify and hold harmless Management Company, Degree Wellness and their respective owners, directors, officers, employees, agents, successors, and assigns (each a "Management Indemnified Party"), from and against any and all claims, lawsuits, demands, actions, causes of action or other events, and for all costs and expenses incurred by the Management Indemnified Party in connection therewith, including without limitation actual and consequential damages, reasonable attorneys', accountants', and/or expert witness fees, cost of investigation and proof of facts court costs, other litigation expenses, and travel and living expenses, to the extent caused by, relating to or otherwise arising out of (1) the effects, outcomes and consequences of Licensed Provider's acts and omissions and the acts and omissions of Licensed Provider's employees, representatives and agents in connection with or relating to the provision of the Licensed Provider Services or the operation of the Studio, (2) any agreements, representations, or warranties Licensed Provider makes to third parties that are not expressly authorized under this Agreement, (3) any damages to any person or property directly or indirectly arising out of the performance of the Licensed Provider Services or the operation of the Studio, whether or not caused by Licensed Provider's negligent or willful action or failure to act or acts or omissions deemed to be professional malpractice, and/or (4) Licensed Provider's breach of any provision of this Agreement. Degree Wellness shall be deemed to be a third party beneficiary of all of the covenants contained in this Section 11.1.
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 Licensed Provider is obligated to defend, indemnify, and hold harmless Degree Wellness and its affiliates from various claims and associated costs. This indemnification extends to any claims, lawsuits, demands, actions, or causes of action arising from specific circumstances.
Specifically, the costs and expenses covered under this indemnification include actual and consequential damages, reasonable attorneys', accountants', and/or expert witness fees. It also encompasses the cost of investigation and proof of facts, court costs, other litigation expenses, and travel and living expenses. These costs must be caused by, related to, or arise out of certain actions or omissions by the Licensed Provider.
These actions or omissions include those of the Licensed Provider and their employees, representatives, and agents in connection with the provision of services or the operation of the studio. It also covers any unauthorized agreements, representations, or warranties made by the Licensed Provider to third parties, damages to any person or property arising from the performance of services or studio operation, and any breach of the agreement by the Licensed Provider. Degree Wellness is considered a third-party beneficiary of these indemnification covenants.