If a Dermani Medspa franchisee fails to comply with the agreement, who is responsible for the costs incurred?
Dermani_Medspa Franchise · 2025 FDDAnswer from 2025 FDD Document
| THIS GENERAL RELEASE (the "Release") is made and entered into on this day of , 20 (the "Effective Date"), by and between: |
|---|
| |
| dermani MEDSPA® Franchising LLC, a Florida limited liability company whose principal place of |
| business is 9100 Conroy Windermere Road, Suite 200, Windermere, Florida 34786 ("Franchisor"); |
| and |
| |
| a [resident of] [corporation organized in] [limited |
| liability company organized in] |
| and having offices at |
| [("Franchisee")] [("Transferor")]. |
| BACKGROUND: |
| A. |
| Franchisor and Franchisee are party to a Franchise Agreement dated (the |
| "Franchise Agreement"); |
| B. |
| Franchisor and Franchisee have agreed, pursuant to the Franchise Agreement, [to renew or extend |
| Franchisee's rights under the Franchise Agreement (the "Renewal Transaction")] [to permit a transfer or |
| assignment of pursuant to Section 12 of the Franchise Agreement (the "Transfer |
| Transaction")], and in connection with the [Renewal Transaction] [Transfer Transaction], Franchisor and |
| [Franchisee] [Transferor] have agreed to execute this Release, along with such other documents related to |
| the approved [Renewal Transaction] [Transfer Transaction]. |
| NOW, THEREFORE, the parties, in consideration of the undertakings and commitments of each |
| party to the other party set forth herein, hereby agree as follows: |
| 1. |
| Release. |
| Franchisee [Developer], its officers and directors, its owners, guarantors, and their |
| respective agents, heirs, administrators, successors, and assigns (the "Franchisee Group"), hereby forever |
| release and discharge, and forever hold harmless Franchisor, its current and former affiliates and |
| predecessors, and |
| their |
| respective |
| shareholders, |
| partners, |
| members, |
| directors, |
| officers, |
| agents, |
| representatives, heirs, administrators, successors, and assigns (the "Franchisor Group"), from any and all |
| claims, demands, debts, liabilities, actions or causes of action, costs, agreements, promises, and expenses |
| of every kind and nature whatsoever, at law or in equity, whether known or unknown, foreseen and |
| unforeseen, liquidated or unliquidated, which the Franchisee [Developer] and/or the Franchisee Group had, |
| have, or may have against any member of the Franchisor Group, including, without limitation, any claims |
| or causes of action arising from, in connection with or in any way related or pertaining, directly or indirectly, |
| to the Franchise [Development] Agreement, the relationship created by the Franchise [Development] |
| Agreement, or the development, ownership, or management of the Franchised Business or the dermani |
MEDSPA®. The Franchisee Group further indemnifies and holds the Franchisor Group harmless against, and agrees to reimburse them for any loss, liability, expense, or damages (actual or consequential)
including, without limitation, reasonable attorneys', accountants', and expert witness fees, costs of investigation and proof of facts, court costs, and other litigation and travel and living expenses, which any member of the Franchisor Group may suffer with respect to any claims or causes of action which any customer, creditor, or other third party now has, ever had, or hereafter would or could have, as a result of, arising from, or under the Franchise [Development] Agreement, the Franchised Business, or the dermani MEDSPA®, but only to the extent such liability relates to actions occurring prior to the Effective Date. The Franchisee Group and its owners represent and warrant that they have not made an assignment or any other transfer of any interest in the claims, causes of action, suits, debts, agreements, or promises described herein.
[Note for California Release – add the following:
Except as set forth herein, Franchisee Group expressly relieves and relinquishes all rights and benefits afforded by Section 1542 of the Civil Code of the State of California ("**Section 1542"), and does so understanding and acknowledging the significance and consequence of such specific waiver of Section 1542.
Source: Item 23 — RECEIPTS (FDD pages 66–311)
What This Means (2025 FDD)
According to the 2025 Dermani Medspa Franchise Disclosure Document, the franchisee is responsible for costs incurred due to their failure to comply with the franchise agreement. Specifically, the Franchisee Group agrees to indemnify and hold the Franchisor Group harmless against any losses, liabilities, expenses, or damages. This includes, but is not limited to, reasonable attorneys', accountants', and expert witness fees, costs of investigation and proof of facts, court costs, and other litigation and travel and living expenses.
This means that if a Dermani Medspa franchisee's actions or inactions lead to a claim or cause of action by a customer, creditor, or other third party, the franchisee is responsible for covering all associated costs incurred by the franchisor. This indemnification extends to any issues arising from the Franchise Agreement, the Franchised Business, or the Dermani Medspa itself.
Furthermore, this obligation applies to actions occurring prior to the effective date of the agreement. The franchisee also represents and warrants that they have not assigned or transferred any interest in the claims, causes of action, suits, debts, agreements, or promises related to these responsibilities. This comprehensive indemnification clause places a significant financial responsibility on the Dermani Medspa franchisee to ensure compliance and manage risks effectively.
In addition to the franchisee's responsibility, if a third party guarantees the franchisee's obligations, that guarantor also agrees to cover any payments required of the franchisee under the agreement. The guarantor also agrees to defend, indemnify, and hold the franchisor harmless from any losses, damages, liabilities, costs, and expenses resulting from the franchisee's failure to perform their obligations. This guarantee extends to specific sections of the agreement, including those related to marks, confidentiality, transfer, obligations upon termination or expiration, and covenants not to compete.