Is the Best Brains franchisee required to indemnify the franchisor from attorney's fees?
Best_Brains Franchise · 2025 FDDAnswer from 2025 FDD Document
Landlord and the Franchisee agree that the Franchisor (and its affiliates and company with which the Franchisor may merge or consolidate) harmless from any and all claims, expenses and attorneys' fees
arising out of the Lease and the reliance upon the Franchisor's or Landlord's representations regarding the Franchisee's status, the status of the Franchisor or the status of the Franchise Agreement.
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- Indemnification.
Any provision in the franchise agreement or related agreements requiring the franchisee to indemnify, reimburse, defend, or hold harmless the franchisor or other parties is hereby modified such that the franchisee has no obligation to indemnify, reimburse, defend, or hold harmless the franchisor or any other indemnified party for losses or liabilities to the extent that they are caused by the indemnified party's negligence, willful misconduct, strict liability, or fraud.
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- Attorneys' Fees.
If the franchise agreement or related agreements require a franchisee to reimburse the franchisor for court costs or expenses, including attorneys' fees, such provision applies only if the franchisor is the prevailing party in any judicial or arbitration proceeding.
Source: Item 23 — RECEIPTS (FDD pages 42–190)
What This Means (2025 FDD)
According to the 2025 Best Brains Franchise Disclosure Document, the franchisee is required to indemnify and hold Best Brains harmless from claims, expenses, and attorneys' fees arising out of the lease and reliance upon representations regarding the franchisee's status, the franchisor's status, or the status of the Franchise Agreement. This means that if a claim, expense, or attorney's fee arises due to the lease or any reliance on representations made by either the franchisor or landlord regarding the franchisee's status or the franchise agreement, the franchisee is responsible for protecting Best Brains from any resulting harm.
However, this obligation is modified for franchisees in Washington state. The FDD states that any provision requiring the franchisee to indemnify Best Brains is modified such that the franchisee is not obligated to indemnify Best Brains for losses or liabilities caused by Best Brains's negligence, willful misconduct, strict liability, or fraud.
Furthermore, in Washington, if the franchise agreement requires a franchisee to reimburse Best Brains for court costs or expenses, including attorneys' fees, such provision only applies if Best Brains is the prevailing party in any judicial or arbitration proceeding. This addendum provides additional protection to franchisees in Washington, limiting their indemnification obligations and ensuring they are only responsible for reimbursing legal costs if Best Brains wins the legal dispute.