What is the exception to the Augusta Lawn Care franchisee's indemnification obligation?

According to the 2025 FDD, an Augusta Lawn Care franchisee is generally required to indemnify Augusta Lawn Care against claims, obligations, or damages related to the franchisee's actions, omissions, or breach of the agreement. This includes costs incurred by Augusta Lawn Care in defending against such claims, even if the claims allege negligence on the part of Augusta Lawn Care. This indemnification extends to the franchisee's related parties, employees, agents, and representatives, as well as the operation of the Augusta Lawn Care business.

However, there is an exception to this indemnification obligation. The franchisee is not required to indemnify Augusta Lawn Care to the extent that the claims, obligations, or damages are determined to be caused solely by Augusta Lawn Care's gross negligence or willful misconduct. This determination must be made in a final, unappealable ruling by a court with competent jurisdiction.

This means that while Augusta Lawn Care franchisees bear significant responsibility for liabilities arising from their business operations, they are protected from having to cover losses directly resulting from Augusta Lawn Care's own gross negligence or intentional misconduct, provided this is legally established. This clause aims to balance the responsibilities between the franchisor and franchisee, ensuring that each party is accountable for their own actions.