Who are the 'Franchisor Parties' that the Fitstop franchisee must indemnify?
Fitstop Franchise · 2024 FDDAnswer from 2024 FDD Document
- 17.2 You agree to be solely responsible for the services and results of services performed at locations where services are performed by you and to hold harmless and indemnify us, including our officers, directors, trustees, shareholders, heirs, executors, administrators, attorneys, successors, assigns, principals, agents, servants, employees, consultants, representatives, parents, owners, brokers, affiliates, subsidiaries, and related entities ("Franchisor Parties"), from any and all claims arising from actions by you, the members you are servicing, or your employees, agents, or representatives including, but not limited to, claims of employment or joint employment.
- ©2024 Fitstop USA, Inc. 17.3 If Franchisor Parties shall be subject to any claim, demand, or penalty or become a party to any suit or other judicial or administrative proceeding by reason of any claimed act or omission by you
or your employees or agents, or by reason of any act occurring at the Premises or in connection with the Franchised Business, or by reason of an omission with respect to the business or operation of the Franchise, you shall indemnify and hold Franchisor Parties harmless against all judgments, settlements, penalties, and expenses, including attorneys' fees, court costs, and other expenses of litigation or administrative proceeding, incurred by or imposed on Franchisor Parties in connection with the investigation or defense relating to such claim, litigation, or administrative proceeding.
17.4 In connection with your agreement to indemnify and hold harmless Franchisor Parties, you agree to defend Franchisor Parties named in any lawsuit based on such loss or damage and to pay all costs and reasonable attorneys' fees associated with such defense. If any of the Franchisor Parties wishes to retain their own counsel to defend any such action, you agree to reimburse the Franchisor Parties for all reasonable costs and legal fees incurred by the Franchisor Parties for such defense. Said reimbursement shall be made in a timely manner as such fees are incurred and billed to you.
Source: Item 23 — RECEIPTS (FDD pages 50–135)
What This Means (2024 FDD)
According to Fitstop's 2024 Franchise Disclosure Document, a franchisee is required to indemnify the 'Franchisor Parties'. These parties encompass a wide range of individuals and entities associated with Fitstop. This includes Fitstop itself, along with its officers, directors, trustees, shareholders, heirs, executors, administrators, attorneys, successors, assigns, principals, agents, servants, employees, consultants, representatives, parents, owners, brokers, affiliates, subsidiaries, and related entities.
This means that the franchisee is responsible for protecting all of these individuals and entities from claims arising from the franchisee's actions, the actions of the members they are servicing, or the actions of the franchisee's employees, agents, or representatives. This includes, but is not limited to, claims of employment or joint employment. The franchisee's indemnification extends to any claim, demand, or penalty, or any suit that the Franchisor Parties may be subject to due to any claimed act or omission by the franchisee, their employees, or agents, or any act occurring at the premises or in connection with the Fitstop business.
The franchisee is obligated to cover all judgments, settlements, penalties, and expenses, including attorneys' fees, court costs, and other litigation or administrative proceeding expenses incurred by the Franchisor Parties in connection with the investigation or defense relating to such claims. Furthermore, the franchisee must defend the Franchisor Parties in any lawsuit based on such loss or damage and pay all associated costs and reasonable attorneys' fees. If any of the Franchisor Parties choose to retain their own counsel, the franchisee is responsible for reimbursing them for all reasonable costs and legal fees incurred for such defense in a timely manner.
This indemnification clause is a significant responsibility for the franchisee. It requires them to have adequate insurance coverage and to operate their Fitstop business in a way that minimizes the risk of claims or lawsuits. Prospective franchisees should carefully consider the scope of this indemnification and consult with legal counsel to fully understand their obligations and potential liabilities.