Does Exhibit B-3 require any specific actions from Floors To Go franchisees?
Floors_To_Go Franchise · 2025 FDDAnswer from 2025 FDD Document
Exhibit B-3
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- to be acquired (whether through acquisition of assets, ownership interests or otherwise, regardless of the form of transaction) by a business providing products and services similar to those provided at FTG Showrooms, or by another business; and
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- to engage in any other activities we and/or our affiliates desire within or outside of Your Territory that are not specifically prohibited under this Agreement.
Floors To Go, LLC will not operate, or grant others the right to operate, a business substantially identical to yours within Your Territory under any other trade name. Otherwise, we are not required to pay you if we exercise any of the rights specified above inside Your Territory.
- Section 7.11 of the Agreement shall be deleted in its entirety and shall have no force or effect, and the following shall be substituted in lieu thereof:
You agree to indemnify and hold us harmless from and against, and reimburse us for any and all claims, demands, losses, damages, judgments, orders, decrees, actions, lawsuits, proceedings, costs, liabilities, and expenses (including, but not limited to, reasonable attorneys' fees and costs of suit) of whatever kind or character (collectively "Claims"), on account of any actual or alleged loss, injury, or damage to any person, firm, or corporation, or to any property, arising out of or in connection with the membership, your Showroom, any and all claims of your Showroom customers, or the exercise or purported exercise by you of your rights hereunder, except the foregoing does not apply to: (i) Claims caused by our negligence; or (ii) the negligence of our employees, agents, or independent contractors; (iii) any Claims for which we have indemnified you pursuant to Section 4; or (iv) claims arising out of your proper reliance on or use of procedures or materials provided by us. This indemnification shall survive the termination of this Agreement.
Source: Item 23 — RECEIPTS (FDD pages 47–204)
What This Means (2025 FDD)
According to the 2025 Floors To Go Franchise Disclosure Document, Exhibit B-3 outlines specific actions that Floors To Go franchisees must adhere to.
Specifically, franchisees must understand that Floors To Go, LLC has the right to be acquired by a business providing similar products/services or by another business. Floors To Go also reserves the right to engage in activities within or outside the franchisee's territory that are not specifically prohibited in the agreement. However, Floors To Go, LLC will not operate or allow others to operate a substantially identical business to the franchisee's within their territory under a different trade name.
The exhibit also states that the franchisee agrees to indemnify and hold Floors To Go harmless from any claims, losses, or expenses arising from the franchisee's showroom, customer claims, or the franchisee's exercise of rights, except in cases of Floors To Go's negligence or reliance on Floors To Go's procedures. This indemnification clause remains in effect even after the termination of the agreement.
In summary, Exhibit B-3 clarifies the scope of permitted activities for both the franchisee and franchisor, while also outlining the franchisee's responsibility to protect Floors To Go from potential liabilities related to their business operations.