Does the Dermani Medspa franchisee's obligation to indemnify continue after the franchise agreement expires or terminates?
Dermani_Medspa Franchise · 2025 FDDAnswer from 2025 FDD Document
- 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.
Source: Item 23 — RECEIPTS (FDD pages 66–311)
What This Means (2025 FDD)
According to the 2025 Dermani Medspa Franchise Disclosure Document, the franchisee's obligation to indemnify Dermani Medspa continues even after the franchise agreement expires or terminates. This means that even after the agreement ends, the franchisee remains responsible for covering claims, obligations, and damages related to the operation of the Dermani Medspa business or any breach of the agreement.
The franchisee is required to defend and hold harmless the indemnified parties, which likely include Dermani Medspa and its affiliates. This involves protecting them from any claims, obligations, and damages that arise directly or indirectly from the franchisee's business operations or any violation of the franchise agreement. However, the franchisee is not responsible if the claims, obligations, or damages are determined to be caused solely by Dermani Medspa's gross negligence or willful misconduct, as decided by a court.
Dermani Medspa has the right to designate the attorneys that the franchisee must retain to defend any claims subject to indemnification. The franchisee is responsible for the expenses associated with this defense. Furthermore, Dermani Medspa is not required to seek recovery from any insurer or other third party or mitigate their losses before making a claim against the franchisee. The franchisee agrees that the failure of Dermani Medspa to pursue recovery or mitigate a loss will not reduce the amounts that Dermani Medspa may recover from the franchisee.