Is the Best Brains franchisee required to indemnify the franchisor from expenses?
Best_Brains Franchise · 2025 FDDAnswer from 2025 FDD Document
Landlord and the Franchisor may rely upon any notice from either of them regarding the status of the Lease or of the Franchise Agreement; they shall have no duty to perform any independent investigation to verify the Franchisee's rights under the Lease or the Franchise Agreement; and, the Franchisee agrees to indemnify and hold 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.
Source: Item 23 — RECEIPTS (FDD pages 42–190)
What This Means (2025 FDD)
According to Best Brains's 2025 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 made by Best Brains or the landlord regarding the franchisee's status, the franchisor's status, or the status of the Franchise Agreement.
However, this indemnification requirement is subject to certain limitations, particularly in Washington state. 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.
This means that while franchisees generally agree to cover Best Brains's expenses related to the lease and franchise agreement, they are protected from having to pay for issues directly caused by Best Brains's own actions or misrepresentations. This modification aims to balance the responsibilities between the franchisee and franchisor, ensuring that franchisees are not unfairly burdened with costs arising from the franchisor's actions.