What is the exception to the Focalpoint Coaching franchisee's obligation to indemnify the Indemnified Parties?
Focalpoint_Coaching Franchise · 2025 FDDAnswer from 2025 FDD Document
and damages directly or indirectly arising out of the Franchised Business' operation, employment matters in connection with the Franchised Business, the business Franchisee conducts under this Agreement, or Franchisee's breach of this Agreement, including, without limitation, those alleged to be or found to have been caused by the Indemnified Party's negligence, unless (and then only to the extent that) the claims, obligations, or damages are determined to be caused solely by Franchisor's gross negligence or willful misconduct in a final, unappealable ruling issued by a court or arbitrator with competent jurisdiction.
Source: Item 22 — Contracts (FDD pages 56–57)
What This Means (2025 FDD)
According to Focalpoint Coaching's 2025 Franchise Disclosure Document, a franchisee is generally obligated to indemnify the Indemnified Parties against claims and damages arising from the operation of the franchised business, employment matters, the franchisee's conduct under the agreement, or the franchisee's breach of the agreement. This indemnification extends to damages caused by the Indemnified Party's negligence.
However, there is an exception to this indemnification obligation. The franchisee is not required to indemnify the Indemnified Parties to the extent that the claims, obligations, or damages are determined to be caused solely by Focalpoint Coaching's gross negligence or willful misconduct. This determination must be made in a final, unappealable ruling by a court or arbitrator with competent jurisdiction.
This means that while a Focalpoint Coaching franchisee bears significant responsibility for liabilities associated with their business, they are protected from having to cover damages that are definitively the result of Focalpoint Coaching's own gross negligence or intentional misconduct. It is important to note the high bar of 'solely' caused by 'gross negligence or willful misconduct,' requiring a clear and final legal ruling to that effect.