Who are considered the 'Indemnified Parties' that Clean Your Dirty Face franchisees must indemnify?
Clean_Your_Dirty_Face Franchise · 2025 FDDAnswer from 2025 FDD Document
You agree to indemnify, defend, and hold harmless us, our affiliates, and our and their respective shareholders, directors, officers, employees, agents, successors, and assignees (the "Indemnified Parties") against, and to reimburse any one or more of the Indemnified Parties for, all claims, obligations, and damages directly or indirectly arising out of (i) your Business's operation; (ii) the business you conduct under this Agreement; (iii) your breach of this Agreement, including those alleged to be or found to have been caused by the Indemnified Party's gross negligence or willful misconduct, unless (and then only to the extent that) the claims, obligations, or damages are determined to be caused solely by our gross negligence or willful misconduct in a final, unappealable ruling issued by a court or arbitrator with competent jurisdiction; and/or (iv) your employment practices, whether instituted by your employees or by others.
Source: Item 22 — CONTRACTS (FDD page 54)
What This Means (2025 FDD)
According to Clean Your Dirty Face's 2025 Franchise Disclosure Document, the 'Indemnified Parties' that a franchisee must protect, defend, and hold harmless include Clean Your Dirty Face itself, its affiliates, and their respective shareholders, directors, officers, employees, agents, successors, and assignees. This means the franchisee is responsible for covering claims, obligations, and damages that arise directly or indirectly from the franchisee's business operations, actions conducted under the Franchise Agreement, any breaches of the agreement, and the franchisee's employment practices.
The franchisee's duty to indemnify extends to covering all claims, obligations, and damages, even if they are alleged to be or found to have been caused by the Indemnified Party's gross negligence or willful misconduct. However, there is an exception: the franchisee is not responsible if the claims, obligations, or damages are determined to be caused solely by Clean Your Dirty Face's gross negligence or willful misconduct, as decided by a court or arbitrator.
This indemnification clause is a standard practice in franchising, designed to protect the franchisor from liabilities resulting from the franchisee's operation of the business. The franchisee is responsible for all costs associated with defending any claim, including legal and accounting fees. This obligation continues even after the Franchise Agreement expires or is terminated. Clean Your Dirty Face does not have to seek compensation from any insurer or mitigate its losses before seeking indemnity from the franchisee.