Does the Fly Fitness agreement establish a partnership between the Developer and 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 no partnership is formed between the Developer and Fly Fitness. The Developer operates as an independent licensee. This means the Developer is not considered an agent, legal representative, or employee of Fly Fitness for any purpose. The agreement clarifies that the Developer lacks the authority to create obligations or bind Fly Fitness in any way.
This section of the Fly Fitness agreement emphasizes the independent nature of the Developer's business. The Developer is responsible for all debts and obligations incurred in the operation of the Fly Fitness outlets and must indemnify Fly Fitness against any liabilities, losses, or damages arising from their relationship. This includes costs related to the transfer of development rights, lease defaults, and revenue collection.
This clear delineation of roles and responsibilities is typical in franchising. It protects Fly Fitness from being held liable for the Developer's actions and ensures that the Developer understands they are operating their own business. Prospective Fly Fitness developers should carefully review this section to fully understand their obligations and responsibilities as independent business owners.