Under what circumstances is a Best Brains franchisee not obligated to indemnify the franchisor?

According to Best Brains' 2025 Franchise Disclosure Document, a franchisee's obligation to indemnify, reimburse, defend, or hold harmless the franchisor is limited. Specifically, the franchisee is not required to protect Best Brains from losses or liabilities that result from the franchisor's own negligence, willful misconduct, strict liability, or fraud. This modification to the standard indemnification clause is mandated by Washington state law (RCW 19.100.180(1)).

This provision offers significant protection to Best Brains franchisees. Indemnification clauses are common in franchise agreements, and they typically require the franchisee to cover the franchisor's losses in a wide range of situations. However, this modification ensures that franchisees are not responsible for covering damages caused by Best Brains' own actions or failures.

It is important to note that this protection applies specifically to the extent that the losses or liabilities are directly caused by the franchisor's negligence, willful misconduct, strict liability, or fraud. The franchisee would still be responsible for indemnifying Best Brains for losses arising from other causes, such as the franchisee's own negligence or breaches of the franchise agreement. This clause is particularly relevant for franchisees operating in Washington state, as it reflects the state's specific legal requirements regarding franchise relationships.