Under what circumstances is a Del Taco franchisee not obligated to indemnify the franchisor?

According to the 2025 Del Taco Franchise Disclosure Document, a modification exists regarding the franchisee's obligation to indemnify Del Taco. Specifically, in Washington state, the franchisee is not required to indemnify, reimburse, defend, or hold harmless Del Taco or any other indemnified party if the losses or liabilities are a result of the indemnified party's negligence, willful misconduct, strict liability, or fraud. This modification applies to any provision in the Development Agreement or related agreements that requires indemnification.

This modification is significant for prospective Del Taco franchisees in Washington because it limits their financial exposure in situations where Del Taco's actions contribute to the losses or liabilities. Typically, franchise agreements often contain broad indemnification clauses that require franchisees to protect the franchisor from various claims and liabilities. However, this addendum provides a degree of protection for the franchisee against the franchisor's own misconduct.

It is important for potential Del Taco franchisees in Washington to carefully review the Development Agreement and related agreements to understand the full scope of the indemnification provisions and how this modification affects their obligations. Franchisees should also seek legal counsel to ensure they fully understand their rights and responsibilities under the franchise agreement, especially concerning indemnification.