To what extent are Brueggers Bagels franchisees in Washington obligated to indemnify or hold harmless an indemnified party?

According to Brueggers Bagels' 2025 Franchise Disclosure Document, specifically the Washington Addendum to the License Agreement, franchisees in Washington have limited obligations to indemnify or hold harmless an indemnified party. Franchisees are not required to indemnify or hold harmless an indemnified party for losses that are determined to have been caused solely and directly by the indemnified party's negligence, willful misconduct, strict liability, or fraud. This amendment is included to comply with the Washington Franchise Investment Protection Act. This protection is included in Section 11 of the License Agreement.

This provision is favorable for Brueggers Bagels franchisees in Washington because it limits their liability in situations where the franchisor or another indemnified party is directly responsible for the losses. It ensures that franchisees are not held responsible for the consequences of the franchisor's actions or negligence. This type of clause is not uncommon in franchise agreements, as many states have laws in place to protect franchisees from unfair or overly burdensome contractual obligations.

Prospective Brueggers Bagels franchisees in Washington should carefully review Section 11 of the License Agreement, as amended by the Washington Addendum, to fully understand the scope of their indemnification obligations. They should also consult with an attorney to ensure that they understand their rights and responsibilities under the franchise agreement and the Washington Franchise Investment Protection Act. This addendum applies only if the Washington Franchise Investment Protection Act, Wash. Rev. Code Chapter 19.100, would apply independently without referring to this amendment.