In the Dermani Medspa franchise agreement, what rights and remedies do the parties have in case of a breach?

ut limitation, employment, labor, and wage and hour laws, tax laws, local operating regulations, medical, and corporate practice of medicine laws and regulations. You shall timely obtain and maintain any and all permits, certificates, or licenses necessary for the full and proper conduct of the Franchised Businesses and dermani MEDSPA®s contemplated under this Agreement.

• 11.2. Notification of Claims. You shall notify us in writing within five (5) calendar days of receipt of notice of any health or safety violation, the commencement of any action, suit, or proceeding, and of the issuance of any order, writ, injunction, award, or decree of any court, agency, or other governmental instrumentality, or occurrence of any accident or injury which may adversely affect the operation of the business contemplated hereunder or the financial condition of you or give rise to liability or a claim against you or us.

11.3. Indemnification.

• 11.3.1. You agree to indemnify, defend, and hold harmless 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 the Franchised Business's operation and/or any operations of the dermani MEDSPA®s you manage, the business you conduct under this Agreement, or your breach of this Agreement, unless 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 of competent jurisdiction.
• 11.3.2. Each Indemnified Party may defend any claim against it at your expense and agree to settlements or take any other remedial, corrective, or other actions. We have the right to designate attorneys that you must retain to defend any claims subject to this indemnification provision. This indemnity will continue in full force and effect subsequent to and notwithstanding this Agreement's expiration or termination.
• 11.3.3. An Indemnified Party need not seek recovery from any insurer or other third party, or otherwise mitigate their losses and expenses, in order to maintain and recover fully a claim against you under this subparagraph. You agree that a failure to pursue a recovery or

mitigate a loss will not reduce or alter the amounts that an Indemnified Party may recover from you under this subparagraph.

12. ENFORCEMENT

12.1. Severability and Substitution of Valid Provisions.

• 12.1.1. Except as expressly provided to the contrary in this Agreement, each section, paragraph, term, and provision of this Agreement is severable, and if, for any reason, any part is held to be invalid or contrary to or in conflict with any applicable present or future law or regulation in a final, unappealable ruling issued by any court, agency, or tribunal with competent jurisdiction, that ruling will not impair the operation of, or otherwise affect, any other portion of this Agreement which will continue to have full force and effect and bind the parties.
• 12.1.2. If any covenant which restricts competitive activity is deemed unenforceable by virtue of its scope in terms of area, business activity prohibited, and/or length of time, but would be enforceable if modified, you and we agree that the covenant will be enforced to the fullest extent permissible under the laws and public policies applied in the jurisdiction whose law determines the covenant's validity.

Source: Item 23 — RECEIPTS (FDD pages 66–311)