Who are considered 'Management Indemnified Parties' that the Licensed Provider must defend, indemnify, and hold harmless under the HealthSource Chiropractic agreement?
Healthsource_Chiropractic Franchise · 2025 FDDAnswer from 2025 FDD Document
- 11.1 Licensed Provider agrees to defend, indemnify and hold harmless Management Company, HealthSource and their respective owners, directors, officers, employees, agents, successors, and assigns (each a "Management Indemnified Party"), from and against any and all claims, lawsuits, demands, actions, causes of action or other events, and for all costs and expenses incurred by the Management Indemnified Party in connection therewith, including without limitation actual and consequential damages, reasonable attorneys', accountants', and/or expert witness fees, cost of investigation and proof of facts court costs, other litigation expenses, and travel and living expenses, to the extent caused by, relating to or otherwise arising out of (1) the effects, outcomes and consequences of Licensed Provider's acts and omissions and the acts and omissions of Licensed Provider's employees, representatives and agents in connection with or relating to the provision of the Licensed Provider Services or the operation of the Clinic, (2) any agreements, representations, or warranties Licensed Provider makes to third parties that are not expressly authorized under this Agreement, (3) any damages to any person or property directly or indirectly arising out of the performance of the Licensed Provider Services or the operation of the Clinic, whether or not caused by Licensed Provider's negligent or willful action or failure to act or acts or omissions deemed to be professional malpractice, and/or (4) Licensed Provider's breach of any provision of this Agreement. HealthSource shall be deemed to be a third party beneficiary of all of the covenants contained in this Section 11.1.
- 11.2 The indemnification obligations described in this Section 11 will continue in full force and effect after, and notwithstanding, the expiration, renewal or termination of this Agreement.
Source: Item 23 — Receipts (FDD pages 77–282)
What This Means (2025 FDD)
According to HealthSource Chiropractic's 2025 Franchise Disclosure Document, a Licensed Provider is obligated to defend, indemnify, and hold harmless certain parties, known as "Management Indemnified Parties." These parties include Management Company, HealthSource, and their respective owners, directors, officers, employees, agents, successors, and assigns. This means the Licensed Provider is responsible for protecting these individuals and entities from claims, lawsuits, demands, actions, or other events.
The Licensed Provider's responsibility extends to all costs and expenses incurred by the Management Indemnified Party in connection with any claims. This includes actual and consequential damages, reasonable attorneys', accountants', and expert witness fees, costs of investigation and proof of facts, court costs, other litigation expenses, and travel and living expenses. The obligation arises from events caused by, related to, or arising out of the Licensed Provider's actions or omissions, or those of their employees and agents, in connection with providing licensed services or operating the clinic.
This indemnification also applies to any unauthorized agreements, representations, or warranties made by the Licensed Provider to third parties, damages to any person or property arising from the performance of licensed services or clinic operations, and any breach of the agreement by the Licensed Provider. HealthSource is considered a third-party beneficiary of these covenants, meaning they have rights under this section of the agreement. The indemnification obligations remain in effect even after the agreement expires, is renewed, or is terminated, ensuring ongoing protection for the Management Indemnified Parties.