What happens if the Goldfish Swim School Developer breaches any of the representations and warranties?
Goldfish_Swim_School Franchise · 2025 FDDAnswer from 2025 FDD Document
acting and interest at one and one-half percent (1.5%) per month from the date acquired, shall be payable by Developer upon notice.
13. INDEMNIFICATION
A. Developer and each Principal will, at all times and at your sole cost and expense, indemnify and hold harmless, to the fullest extent permitted by law, Our Indemnitees from all "Losses and Expenses" incurred in connection with any Action, suit, proceeding, claim, demand, investigation or inquiry (formal or informal), or any settlement thereof (whether or not a formal proceeding or Action has been instituted or reduced to judgment) which actually or allegedly, directly or indirectly, arises out of, is a result of, is based upon, is a result of, or is related in any way to any of the following:
- (1) The infringement, alleged infringement
Source: Item 22 — CONTRACTS (FDD pages 76–77)
What This Means (2025 FDD)
According to the 2025 Goldfish Swim School Franchise Disclosure Document, if a Developer breaches any warranty, representation, agreement, or obligation within the agreement, they are subject to indemnification. This means the Developer is responsible for protecting Goldfish Swim School Franchising, LLC and its related parties (Our Indemnitees) from any losses or expenses resulting from actions, suits, claims, or demands related to the breach. This obligation extends to covering costs associated with legal proceedings and settlements.
This indemnification clause places a significant financial responsibility on the Goldfish Swim School Developer. Any misrepresentation or breach of agreement, even if unintentional, could lead to substantial costs for the Developer. The Developer is responsible for covering all associated expenses, reinforcing the importance of adhering strictly to the terms of the development agreement.
Indemnification clauses are standard in franchise agreements, designed to protect the franchisor from liabilities arising from the franchisee's actions. However, the breadth of coverage, including 'all Losses and Expenses,' means a Goldfish Swim School Developer needs to be meticulous in upholding every aspect of the agreement to avoid potential financial repercussions. This includes ensuring compliance with all federal, state, and local laws, regulations, and industry standards, as any violation could trigger the indemnification clause.