Does the mutual indemnification clause in the Dermani Medspa agreement include consequential damages and reasonable attorneys' fees?
Dermani_Medspa Franchise · 2025 FDDAnswer from 2025 FDD Document
- 11.13.
Mutual Indemnification.
Each Party shall indemnify, hold harmless, and defend the other Party from and against any liability, loss, claim, lawsuit, damage, injury, cost, expense or other detriment caused or asserted to have been caused, directly or indirectly, by or as a result of the performance of any intentional acts, negligent acts or omissions under this Agreement by such indemnifying Party, its employees, officers, and agents, including, without limitation, all consequential damages and reasonable attorneys' fees, provided, however, that neither Party shall
be liable to the other Party under this Section 11.13 for any claims that are covered by insurance, except to the extent liability of the protected Party exceeds the amount of the coverage.
Source: Item 23 — RECEIPTS (FDD pages 66–311)
What This Means (2025 FDD)
According to the 2025 Dermani Medspa Franchise Disclosure Document, the mutual indemnification clause does include consequential damages and reasonable attorneys' fees. Specifically, each party (the franchisor and the franchisee) agrees to indemnify, hold harmless, and defend the other party against any liability, loss, claim, lawsuit, damage, injury, cost, expense, or other detriment caused by the indemnifying party's intentional or negligent acts or omissions under the agreement. This indemnification extends to consequential damages and reasonable attorneys' fees.
However, this indemnification is not absolute. Neither party is liable to the other for claims covered by insurance, except to the extent that the protected party's liability exceeds the amount of insurance coverage. This provision encourages both Dermani Medspa and its franchisees to maintain adequate insurance coverage to mitigate potential losses and liabilities.
This mutual indemnification clause is a fairly standard provision in franchise agreements. It aims to allocate risk and protect each party from losses caused by the other's actions or inactions. Prospective Dermani Medspa franchisees should carefully review this section of the Franchise Agreement with legal counsel to fully understand their obligations and potential liabilities under this clause.