Who is included in the indemnification provided by the Best Brains franchisee to the franchisor?

According to the 2025 Best Brains Franchise Disclosure Document, the franchisee agrees to indemnify and hold harmless the franchisor, its affiliates, and any company with which the franchisor may merge or consolidate. This indemnification covers any and all claims, expenses, and attorneys' fees arising out of the lease and 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.

In practical terms, this means that if a claim, expense, or attorney's fee arises due to the lease or any representations made by Best Brains or the landlord about the franchisee's, franchisor's, or franchise agreement's status, the franchisee is responsible for protecting Best Brains and the other specified parties from any resulting harm or costs. This includes covering legal fees and any financial losses incurred by Best Brains or its related entities.

However, it's important to note that this indemnification may be modified by state law. For instance, 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 or any other indemnified party for losses or liabilities caused by the indemnified party's negligence, willful misconduct, strict liability, or fraud. This means that Best Brains cannot be indemnified for its own wrongdoings.

Prospective franchisees should carefully review the indemnification clause and understand its implications, particularly in light of any state-specific modifications. It is advisable to seek legal counsel to fully understand the scope of this obligation and its potential financial impact.