Under the Fly Fitness agreement, is the Developer considered 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 Developer is explicitly considered an independent licensee and not an agent of the Franchisor. The agreement states that no partnership exists between the Developer and Fly Fitness, and the agreement does not establish the Developer as an agent, legal representative, or employee of Fly Fitness for any purpose. The Developer lacks the authority to assume obligations or bind Fly Fitness in any way.
Furthermore, the Fly Fitness agreement requires the Developer to indemnify Fly Fitness and hold it harmless from any liabilities, losses, attorney's fees, or damages resulting from claims, demands, taxes, costs, or judgments against Fly Fitness. This includes costs related to the transfer of development rights, defaults under leases, revenue receipts, or any other relationships arising from the development and operation of Fly Fitness outlets.
This clause protects Fly Fitness from potential legal or financial repercussions stemming from the Developer's actions. It reinforces the independent nature of the relationship, clarifying that the Developer is responsible for their own debts, obligations, and representations. This is a common provision in franchise agreements to ensure the franchisor is not held liable for the franchisee's business operations.