Which item in the Goldfish Swim School Disclosure Document provides details about the franchisee's indemnification obligations?
Goldfish_Swim_School Franchise · 2025 FDDAnswer from 2025 FDD Document
If Franchisor prosecutes such Confidentiality and Non-Disclosure Agreement and Covenant Not to Compete, Developer shall indemnify and hold Franchisor harmless from any and all losses and expenses as provided in this Agreement.
- B.
All ideas, concepts, techniques or materials concerning the System or developed, in whole or in part, using Trade Secrets or other Confidential Information, whether or not protectable intellectual property and whether created by or for Developer or its owners or employees, shall be promptly disclosed to Franchisor and shall be deemed the sole and exclusive property of Franchisor and works made-for-hire for Franchisor, and no compensation shall be due to Developer or its owners or employees therefore, and Developer hereby agrees to assign to Franchisor all right, title and interest in any intellectual property so developed.
Franchisor has the right to incorporate such items into the System.
To the extent any item does not qualify as a "work made-for-hire" for Franchisor, Developer shall assign, and by this Agreement, does assign, ownership of that item, and all related rights to that item, to Franchisor and shall sign any assignment or other document as Franchisor requests to assist Franchisor in obtaining or preserving intellectual property rights in the item.
Franchisor shall disclose to Developer concepts and developments of other franchisees that are made part of the System.
Source: Item 9 — FRANCHISEE'S OBLIGATIONS (FDD pages 30–32)
What This Means (2025 FDD)
According to the 2025 Goldfish Swim School Franchise Disclosure Document, Item 22 discusses contracts related to the franchise agreement. Specifically, it mentions that if Goldfish Swim School prosecutes a Confidentiality and Non-Disclosure Agreement and Covenant Not to Compete, the developer (franchisee) must indemnify and hold Goldfish Swim School harmless from any losses and expenses as provided in the agreement. This means the franchisee is responsible for protecting Goldfish Swim School from any legal claims or costs arising from breaches of confidentiality or non-compete clauses.
This indemnification obligation places a financial burden on the franchisee. If a dispute arises regarding confidentiality or competition, the franchisee could be required to cover Goldfish Swim School's legal fees, damages, and other related expenses. This is a standard practice in franchising, where franchisees often bear responsibility for liabilities arising from their business operations, but the scope and potential costs should be carefully evaluated.
Furthermore, the Franchise Disclosure Document states that all ideas, concepts, techniques, or materials concerning the Goldfish Swim School system, or developed using trade secrets or confidential information, are the sole and exclusive property of Goldfish Swim School. The franchisee must disclose any such developments and assign all rights to Goldfish Swim School. This clause reinforces the franchisor's control over the intellectual property and system, and the franchisee's obligation to protect it. The franchisor will also disclose to the developer concepts and developments of other franchisees that are made part of the System.
Prospective franchisees should carefully review the specific language in the Franchise Agreement and related exhibits to fully understand the scope of their indemnification obligations and intellectual property assignments. Consulting with a legal professional is advisable to assess the potential risks and liabilities associated with these clauses.