What section of the Pearce Bespoke Franchise Agreement outlines the franchisee's indemnification obligations?
Pearce_Bespoke Franchise · 2025 FDDAnswer from 2025 FDD Document
Franchisor and Franchisee are independent contractors. Neither Franchisor nor Franchisee will make any agreements, representations, or warranties in the name of or for the other or that their relationship is other than franchisor and franchisee. Neither Franchisor nor Franchisee will be obligated by or have any liability under any agreements, representations or warranties made by the other. Franchisee alone will be responsible for all loss or damage arising out of or relating to the operation of Franchisee's business or arising out of the acts or omissions of Franchisee or any of its agents, employees, or contractors in connection with the preparation and sale of products by Franchisee, and for all claims for damage to property or for injury or death of any persons directly or indirectly resulting therefrom. Franchisee acknowledges that the customer list of all Pearce Bespoke or commercial customers shall be the sole and exclusive property of Franchisor, and that Franchisee shall have no ownership rights or interest in the customer list. Franchisee will indemnify Franchisor against and will reimburse Franchisor for all obligations and damages arising out of the operation of Franchisee's business, including all costs Franchisor reasonably incurs in the defense of any such claim brought against it or in any action in which it is named as a party (including reasonable attorneys' fees), including without limitation any claims brought against it related to Franchisee's violations of Privacy Laws. Franchisor will have the right to defend any such claim against it. Franchisor will indemnify Franchisee against and reimburse Franchisee for any obligations or liability for damages attributable to agreements, representations or warranties of Franchisor, or custom by Franchisor's negligence or willful action, and for costs Franchisee reasonably incurs in the defense of any such claim brought against it or in any action in which it is named as a party, provided that Franchisor will have the right to participate in and, to the extent Franchisor deems necessary, to control any litigation or proceeding which might result in liability of or expense to Franchisee subject to such indemnification. The indemnities and assumptions of liabilities and obligations stated in this Agreement will continue in full force and effect following the expiration, termination, or a transfer of this Agreement.
Source: Item 9 — FRANCHISEE'S OBLIGATIONS (FDD pages 20–21)
What This Means (2025 FDD)
According to the 2025 Pearce Bespoke Franchise Disclosure Document, Section 11 of the Franchise Agreement covers franchisee indemnification. This section clarifies that Pearce Bespoke franchisees operate as independent contractors, responsible for their own business operations.
The franchisee is liable for losses or damages arising from their business operations, including the actions of their agents, employees, or contractors. This responsibility extends to claims related to property damage, injury, or death resulting from the franchisee's business activities. The franchisee must indemnify Pearce Bespoke against obligations and damages stemming from the franchisee's business, including legal costs incurred by Pearce Bespoke in defending against claims or actions where it is named as a party, even those related to violations of Privacy Laws.
Pearce Bespoke, in turn, will indemnify the franchisee against damages attributable to Pearce Bespoke's agreements, representations, warranties, negligence, or willful actions. Pearce Bespoke retains the right to control any litigation that could result in liability or expense to the franchisee, subject to indemnification. These indemnification obligations remain in effect even after the termination, expiration, or transfer of the Franchise Agreement.