Under what conditions will Healthsource Chiropractic indemnify a franchisee against damages from trademark infringement proceedings?
Healthsource_Chiropractic Franchise · 2025 FDDAnswer from 2025 FDD Document
Notwithstanding the existence of such insurance, you are and will be responsible for all loss or damage and contractual liability to third persons originating from or in connection with the operation of the Franchise, and for all claims or demands for damages to property or for injury, illness or death of persons directly or indirectly resulting therefrom; and you agree to defend, indemnify and hold us harmless of, from, and with respect to any such claims, loss or damage, which indemnity shall survive the termination or expiration and non-renewal of this Agreement.
Source: Item 23 — Receipts (FDD pages 77–282)
What This Means (2025 FDD)
Based on the 2025 Healthsource Chiropractic Franchise Agreement, the document does not explicitly state under which conditions Healthsource Chiropractic will indemnify a franchisee against damages from trademark infringement proceedings. However, the agreement does address the franchisee's responsibility to indemnify Healthsource Chiropractic.
Specifically, franchisees are responsible for all losses, damages, and contractual liabilities to third parties that arise from the operation of the franchise. This includes any claims or demands for damages to property, or for injury, illness, or death of persons resulting from the franchise's operation. Franchisees must defend, indemnify, and hold Healthsource Chiropractic harmless from any such claims, losses, or damages, and this obligation survives the termination or expiration of the franchise agreement.
Additionally, the agreement emphasizes the importance of protecting Healthsource Chiropractic's trademarks and service marks. Franchisees acknowledge that any unauthorized use of the marks during or after the term of the agreement constitutes a breach of contract and an infringement of Healthsource Chiropractic's rights. Franchisees also agree that all goodwill established through their use of the marks will benefit Healthsource Chiropractic. The document also states that Healthsource Chiropractic may change its marks and franchisees must conform to these changes at their own expense, with Healthsource Chiropractic not being responsible for any loss of revenue due to modified or discontinued marks.
Given the absence of a clause where Healthsource Chiropractic indemnifies the franchisee, prospective franchisees should seek clarification from Healthsource Chiropractic regarding potential indemnification in cases of trademark infringement. Understanding the franchisor's responsibility and support in such situations is crucial for assessing the risks associated with the franchise.