Who are considered third-party beneficiaries of the Healthsource Chiropractic agreement?
Healthsource_Chiropractic Franchise · 2025 FDDAnswer from 2025 FDD Document
b. Software. We may, at any time and from time to time, contract with one or more software providers, business service providers, or other third parties (individually, a "Service Provider") to develop, license, or otherwise provide to or for the use and benefit of you and other HealthSource Chiropractic Franchises certain software, software applications, and software maintenance and support services related to the Computer System that you must or may use in accordance with our instructions with respect to your Computer System. Any such agreement between us and a Service Provider (a "Master Service Agreement") may, but need not, address such matters as the types of products and services to be provided (or not to be provided) to you or for your benefit as a HealthSource Chiropractic Franchise, the manner and timing in which such products and services may be provided, software licensing issues and restrictions, the permitted or non-permitted uses of any product or service provided under the Master Service Agreement, and the provision and pricing of supplemental products or services available from or through the Service Provider. You acknowledge and agree that we may reasonably require you to sign a support or service agreement with us or a third party Service Provider setting forth, among other things, requirements relating to the installation of any such products or services, licensure of and/or the manner in which you may use any such products or services, payments and taxes, liability and indemnification of us and/or the Service Provider, confidential information and proprietary rights, suspension or termination of products or services provided thereunder, assignment of rights and delegation of duties thereunder, governing law and jurisdiction, pricing, and supplemental products and services available to or for the benefit of HealthSource Chiropractic Clinic Franchises (a "Service Agreement") that we may deem appropriate, and shall sign any such Service Agreement upon the earlier of signing this Agreement or promptly after receiving notice from us about
our requirement for your to sign the Service Agreement. The terms and conditions of any such Service Agreement are hereby incorporated herein by reference (the "Additional Terms and Conditions"). A copy of any such Service Agreement shall be attached to this Agreement as Exhibit 4.
Source: Item 23 — Receipts (FDD pages 77–282)
What This Means (2025 FDD)
According to HealthSource Chiropractic's 2025 Franchise Disclosure Document, the franchise agreement addresses third parties primarily in the context of software and service agreements. HealthSource Chiropractic retains the right to contract with third-party Service Providers who will furnish software, software applications, maintenance, and support services related to the computer systems franchisees are required to use.
The agreement between HealthSource Chiropractic and these Service Providers (a "Master Service Agreement") may cover various aspects, including the types of products and services provided, software licensing issues, permitted uses, and pricing of supplemental services. Franchisees may be required to sign a separate service agreement with HealthSource Chiropractic or the third-party Service Provider, which would include terms related to installation, licensure, payments, liability, confidentiality, and other relevant conditions. These terms are incorporated into the franchise agreement as "Additional Terms and Conditions," with a copy of the service agreement attached as an exhibit.
This means that while franchisees contract directly with HealthSource Chiropractic, third-party software and service providers become integral to the franchisee's operations. Franchisees are bound by the terms of the agreements HealthSource Chiropractic establishes with these third parties, and must adhere to any service agreements they are required to sign. Prospective franchisees should carefully review Exhibit 4, which contains the service agreement, to understand their obligations and the role of these third-party providers in their HealthSource Chiropractic franchise.