Does the indemnification obligation of Dermani Medspa franchisees continue after the Dermani Medspa 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 is terminated. This means that even after the agreement ends, the franchisee may still be responsible for covering claims, obligations, and damages related to the operation of the Dermani Medspa business.
The franchisee agrees to protect Dermani Medspa from any claims, obligations, and damages that arise from the operation of the franchised business or any breach of the agreement by the franchisee. This protection extends to reimbursing Dermani Medspa for any costs incurred due to such claims. However, the franchisee is not responsible if the claims, obligations, or damages are solely due to Dermani Medspa's gross negligence or willful misconduct, as determined by a court.
Dermani Medspa has the right to defend against any claim at the franchisee's expense and can choose the attorneys for the defense. The franchisee is obligated to retain those attorneys. Furthermore, Dermani Medspa is not required to seek compensation from any insurance company or other third party before seeking recovery from the franchisee. The franchisee's responsibility to cover these costs remains in effect even after the franchise agreement has ended.