Does the indemnification provision in the Dermani Medspa agreement survive the termination of the agreement, and if so, under what conditions?
Dermani_Medspa Franchise · 2025 FDDAnswer from 2025 FDD Document
- 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.
Source: Item 23 — RECEIPTS (FDD pages 66–311)
What This Means (2025 FDD)
According to Dermani Medspa's 2025 Franchise Disclosure Document, the indemnification provision within the franchise agreement does indeed survive the termination or expiration of the agreement. This means that even after the franchise agreement ends, the franchisee's obligation to protect and compensate the franchisor (and related parties) from certain claims, obligations, and damages remains in effect.
The specific conditions under which this indemnification applies are related to claims, obligations, and damages that directly or indirectly arise from the operation of the Dermani Medspa franchised business, the franchisee's business conduct under the agreement, or any breach of the agreement by the franchisee. However, this indemnification does not apply if the claims, obligations, or damages are determined to be solely caused by the gross negligence or willful misconduct of Dermani Medspa itself, as decided by a court of law.
This survival clause is a fairly standard practice in franchising, designed to protect the franchisor from liabilities that may surface even after the franchise relationship has ended. Prospective Dermani Medspa franchisees should carefully consider the scope of this indemnification and understand that they could be held responsible for certain liabilities even after their franchise agreement is no longer in effect. It is advisable to seek legal counsel to fully understand the implications of this clause.