Under the Dermani Medspa agreement, what is the ultimate responsibility regarding all professional and health care services provided to clients?
Dermani_Medspa Franchise · 2025 FDDAnswer from 2025 FDD Document
- (a) Practice of Medicine. The Parties acknowledge that the medical spa and cosmetic services provided by Practice may constitute the "practice of medicine" under state laws and regulations. Notwithstanding anything contained in this Agreement, Practice will have exclusive authority and control over the professional aspects of Practice to the extent the same constitute or directly affect the practice of medicine, including but not limited to supervision and control of all professional affairs, all diagnosis, treatment and ethical determinations with respect to client which are required by law to be decided by a licensed professional and all professional management and clinical decision-making for Practice ("Professional Services"). All professional and health care services provided to clients shall be the ultimate responsibility of Practice. All policies and procedures of Practice relating to the governance of Practitioners and other licensed health care professionals who will be employed by or work under the direction of, or a contract with, Practice shall be adopted from time to time in the sole discretion of Practice, subject however only to prior notice to Manager (which shall not be able to approve or disapprove such policies). Such policies may include practice standards, peer review and corrective action, disciplinary matters, clinical procedures, utilization review and quality assurance procedures, credentialing, client care decisions, physician and other licensed health care professional compensation and incentives and training, continuing education, development and supervision. Manager shall have no right, either directly or indirectly, to control or direct the delivery of any Professional Service by Practice to any person and shall not: (i) interfere in any aspect of Practice's operations that is encompassed within the Professional Services; or (ii) direct or influence referrals to Practitioners or other health care professionals. Should any function assigned to Manager under this Agreement be construed to be within the scope of Professional Services such that, if performed by Manager, it would violate prohibitions on the corporate practice of medicine, such function thereafter shall be assigned to, and upon acceptance by Practice, become the responsibility of Practice.
Source: Item 23 — RECEIPTS (FDD pages 66–311)
What This Means (2025 FDD)
According to the 2025 Dermani Medspa Franchise Disclosure Document, the professional corporation (PC) operating the Medspa holds the ultimate responsibility for all professional and healthcare services provided to clients. The FDD specifies that the PC will have exclusive authority over the professional aspects of the practice, including supervision, diagnosis, treatment, and ethical determinations. This ensures that all medical decisions and client care are managed by licensed professionals.
The dermani Medspa franchisee, referred to as the 'Manager' in the agreement, is explicitly prohibited from interfering in the PC's operations related to professional services or influencing referrals to practitioners. This separation of administrative and professional responsibilities is crucial for maintaining compliance with laws regarding the corporate practice of medicine. The PC's policies and procedures, including those related to practitioner governance, clinical procedures, and quality assurance, are determined at the PC's discretion, with prior notice to the Manager.
This arrangement protects the Dermani Medspa franchisee from liability related to medical services, as the responsibility lies with the PC. However, the franchisee must ensure that a compliant PC is in place and that they adhere to the defined separation of duties. In states like Illinois, where the corporate practice of medicine is prohibited, the franchisee must negotiate a management agreement with licensed professionals to provide medical services. This highlights the importance of consulting with experienced legal counsel to navigate these complex regulatory requirements.