Is Healthsource Chiropractic required to address specific matters in the Master Service 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 the 2025 Healthsource Chiropractic Franchise Disclosure Document, the Master Service Agreement may address certain matters, but is not required to do so. Healthsource Chiropractic may contract with Service Providers to offer software and services to franchisees. The Master Service Agreement between Healthsource Chiropractic and the Service Provider may address the types of products and services provided, the manner and timing of those products/services, software licensing issues, permitted uses, and the pricing of supplemental products/services.
Healthsource Chiropractic may also require franchisees to sign a Service Agreement with Healthsource Chiropractic or a third-party Service Provider. This agreement may include requirements relating to installation, licensure, usage, payments, taxes, liability, indemnification, confidential information, proprietary rights, suspension or termination of services, assignment of rights, governing law, pricing, and supplemental products/services. The terms of the Service Agreement are incorporated by reference into the Franchise Agreement as Additional Terms and Conditions, and a copy will be attached as Exhibit 4.
Prospective franchisees should note that while the Master Service Agreement isn't obligated to cover specific items, the Service Agreement that franchisees may be required to sign can impose significant obligations and liabilities. It is important for franchisees to carefully review Exhibit 4 and understand the terms and conditions of any Service Agreement before signing the Franchise Agreement. Franchisees should seek legal counsel to fully understand their obligations and potential liabilities under these agreements.