Does the Washington Addendum to the Brueggers Bagels License Agreement address the issue of indemnification?
Brueggers_Bagels Franchise · 2025 FDDAnswer from 2025 FDD Document
RCW 49.62.060 prohibits a franchisor from restricting, restraining, or prohibiting a franchisee from (i) soliciting or hiring any employee of a franchisee of the same franchisor or (ii) soliciting or hiring any employee of the franchisor.
As a result, any such provisions contained in the franchise agreement or elsewhere are void and unenforceable in Washington.
Section 22 of the Franchise Agreement is amended to include the following: "Franchisees have no obligation to indemnify or hold harmless an indemnified party for losses to the
extent that they are determined to have been caused solely and directly by the indemnified party's negligence, willful misconduct, strict liability, or fraud."
Source: Item 23 — RECEIPTS (FDD pages 61–335)
What This Means (2025 FDD)
According to the 2025 Brueggers Bagels FDD, the Washington Addendum to the Franchise Agreement does address indemnification. Specifically, it amends Section 22 of the Franchise Agreement to state that Brueggers Bagels franchisees have no obligation to indemnify or hold harmless an indemnified party for losses caused solely and directly by the indemnified party's negligence, willful misconduct, strict liability, or fraud.
This modification is significant for prospective Brueggers Bagels franchisees in Washington because it limits their liability in certain situations. Indemnification clauses in franchise agreements typically require franchisees to protect the franchisor from losses or liabilities arising from the franchisee's operation of the business. However, this addendum ensures that a franchisee is not responsible for covering losses that result from Brueggers Bagels' own actions or negligence.
This type of provision is not uncommon, as state franchise laws often aim to protect franchisees from overly burdensome contractual obligations. Franchisees should carefully review the indemnification clauses in their franchise agreements and any state-specific addenda to understand the full scope of their potential liabilities and protections.