Does the Fly Fitness agreement allow the Developer to act as an agent of the Franchisor?
Fly_Fitness Franchise · 2024 FDDAnswer from 2024 FDD Document
- 11.1 Independent Licensee. Developer is and shall be an independent licensee under this Agreement, and no partnership shall exist between Developer and Franchisor. This Agreement does not constitute Developer as an agent, legal representative, or employee of Franchisor for any purpose whatsoever, and Developer is not granted any right or authority to assume or create any obligation for or on behalf of, or in the name of, or in any way to bind Franchisor. Developer agrees not to incur or contract any debt or obligation on behalf of Franchisor or commit any act, make any representation, or advertise in any manner which may adversely affect any right of Franchisor or be detrimental to Franchisor or other developers or franchisees of Franchisor. Pursuant to the above, Developer agrees to indemnify Franchisor and hold Franchisor harmless from any and all liability, loss, attorneys' fees, or damage Franchisor may suffer as a result of claims, demands, taxes, costs or judgments against Franchisor arising out of the relationship hereby established which specifically, but not exclusively, includes costs, losses, expenses, attorneys fees relative to assignment or the transfer of right to develop and transactional costs relative thereto, defaults under any leases, subleases, notes, receipt of revenues or any other relationships arising directly or indirectly out of the development and operation of the Fly Fitness outlets.
Source: Item 23 — RECEIPT (FDD pages 45–182)
What This Means (2024 FDD)
According to Fly Fitness's 2024 Franchise Disclosure Document, the agreement explicitly states that the Developer is an independent licensee and not an agent of the Franchisor. The agreement specifies that no partnership exists between the Developer and Fly Fitness.
This means that the Developer does not have the authority to act on behalf of Fly Fitness, create obligations for Fly Fitness, or bind Fly Fitness in any way. The Developer is responsible for their own debts and obligations and cannot make representations that could adversely affect Fly Fitness or its other developers or franchisees.
The Developer also agrees to indemnify Fly Fitness, protecting them from any liability, loss, attorneys' fees, or damages resulting from claims or demands arising out of the established relationship. This includes costs related to the transfer of development rights, defaults under leases, revenue receipts, or any other relationships stemming from the development and operation of Fly Fitness outlets. This clause reinforces the independent nature of the Developer's role and ensures they are accountable for their own actions and liabilities.