Which sections of the Spray Net Franchise Agreement outline the franchisee's indemnification obligations?
Spray_Net Franchise · 2025 FDDAnswer from 2025 FDD Document
Section 7(M) of the Franchise Agreement is hereby amended by the addition of the following language:
M. Franchisor agrees to indemnify Franchisee from and against any losses, liabilities and damages for which Franchisee is held by a court of competent jurisdiction in any proceeding arising solely out of Franchisee's use of the mark "SPRAY-NET" and all other trademarks, service marks and associated marks and symbols utilized by Franchisee under this Agreement, provided such use is in accordance with and under the provisions of this Agreement.
In consideration of the grant by Franchisor to the Franchisee as herein provided, each of you hereby agree, in consideration of benefits received and to be received by each of you, jointly and severally, and for yourselves, your heirs, legal representatives and assigns, to be firmly bound by all of the terms, provisions and conditions of the foregoing SPRAY-NET Franchise Agreement, and any other agreement between Franchisee and Franchisor and/or its affiliates, and do hereby unconditionally guarantee the full and timely performance by Franchisee of each and every obligation of Franchisee under the aforesaid Franchise Agreement or other agreement between Franchisor and Franchisee, including, without limitation: (i) any indebtedness of Franchisee arising under or by virtue of the aforesaid Franchise Agreement; (ii) the prohibition of any change in the percentage of Franchisee owned, directly or indirectly, by any person, without first obtaining the written consent of Franchisor prior to said proposed transfer as set forth in the Franchise Agreement; (iii) those obligations related to confidentiality, non-disclosure and indemnification; and (iv) the in-term and post-term covenants against competition, as well as all other restrictive covenants set forth in the Franchise Agreement.
- A. Taxes. Franchisee must promptly pay when due any and all federal, state, and local taxes, including without limitation, unemployment, workers' compensation, lodging, and sales taxes which are levied or assessed with respect to any services or products furnished, used, or licensed under this Agreement and all accounts or other indebtedness of every kind incurred by Franchisee in the operation of the Franchised Business.
- B. Debts and Obligations. Franchisee hereby expressly covenants and agrees to accept full and sole responsibility for any and all debts and obligations incurred in the operation of the Franchised Business.
Source: Item 9 — FRANCHISEE'S OBLIGATIONS (FDD pages 36–37)
What This Means (2025 FDD)
According to the 2025 Spray Net Franchise Disclosure Document, Section 7(M) of the Franchise Agreement addresses indemnification. Specifically, Spray Net agrees to indemnify the franchisee against losses, liabilities, and damages if the franchisee is held liable in court due to their use of the "SPRAY-NET" mark and associated trademarks, provided that the franchisee's use complies with the Franchise Agreement.
Additionally, the document states that each franchisee agrees to be bound by the terms and conditions of the Spray Net Franchise Agreement, which includes obligations related to confidentiality, non-disclosure, and indemnification. This indicates that franchisees have obligations to indemnify Spray Net as well.
Furthermore, Section 17 outlines the franchisee's responsibilities regarding taxes and debts. Franchisees must pay all federal, state, and local taxes related to the services or products they provide. They also accept full responsibility for all debts and obligations incurred while operating the franchised business. While not explicitly termed "indemnification," these sections functionally require the franchisee to cover certain liabilities, which is a form of indemnification.