Are the Kidokinetics franchisor's owners, officers, agents, or representatives personally liable to the franchisee for any reason?
Kidokinetics Franchise · 2024 FDDAnswer from 2024 FDD Document
Franchisee further agrees that fulfillment of any and all of Franchisor's obligations written in the Franchise Agreement shall be Franchisor's sole responsibility and none of Franchisor's owners, officers, agents, representatives, nor any individuals associated with Franchisor shall be personally liable to Franchisee for any reason.
Nothing in this Franchise Agreement is intended, nor shall be deemed, to confer any rights or remedies upon any person or legal entity not a party to this Franchise Agreement; provided, however, that the additional insureds and the Indemnitees are intended third party beneficiaries under this Franchise Agreement with respect to indemnification obligations of Franchisee.
- 20.2. Successors.
This Agreement binds and inures to the benefit of the successors and assigns of Franchisor and is personally binding on and inures to the benefit of Franchisee (including the individuals executing this Agreement on behalf of an entity if Franchisee is an entity) and its or their respective heirs, executors, administrators and successors or assigns; provided, however, the foregoing provision will not be construed to allow a transfer of any interest of Franchisee or Principals, if any, in this Agreement or the Kidokinetics Business Location, except in accordance with Article 15 hereof.
- 20.3. Invalidity of Part of Agreement.
Should any provisions in this Agreement, for any reason, be declared by a court of competent jurisdiction to be invalid, then such provision will be invalid only to the extent of the prohibition without in any way invalidating or altering any other provision of this Agreement.
- 20.4. Entire Agreement.
This Agreement, including all attachments, is the entire agreement of the parties, superseding all prior written or oral agreements of the parties concerning the same subject matter, and superseding all prior written or oral representations made to Franchisee or any Principal, except the representations made in Franchisor's Franchise Disclosure Document.
Nothing contained in this Agreement or in any related agreement is intended to disclaim the representations Franchisor made in the Franchise Disclosure Document.
Source: Item 22 — CONTRACTS (FDD page 59)
What This Means (2024 FDD)
According to Kidokinetics's 2024 Franchise Disclosure Document, the franchisee agrees that the fulfillment of any and all of Kidokinetics's obligations written in the Franchise Agreement is the sole responsibility of Kidokinetics. The agreement specifies that none of Kidokinetics's owners, officers, agents, representatives, nor any individuals associated with Kidokinetics will be personally liable to the franchisee for any reason.
This provision means that a franchisee cannot seek legal recourse or financial compensation from the individuals behind the Kidokinetics franchise if there is a breach of contract or other issue. The franchisee's legal relationship is solely with the Kidokinetics entity itself, limiting the avenues for dispute resolution. This is a fairly standard practice in franchising, as it protects the personal assets of the franchisor's principals.
However, the Franchise Agreement also states that it does not disclaim the representations Kidokinetics made in the Franchise Disclosure Document. This is an important distinction, as it means Kidokinetics can still be held accountable for statements and claims made within the FDD. Prospective franchisees should carefully review the entire FDD and Franchise Agreement with legal counsel to fully understand their rights and obligations, as well as the limitations on liability.