Under what circumstances are Dermani Medspa franchisees required to indemnify the Indemnified Parties?
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.
12. ENFORCEMENT
12.1. Severability and Substitution of Valid Provisions.
Source: Item 23 — RECEIPTS (FDD pages 66–311)
What This Means (2025 FDD)
According to Dermani Medspa's 2025 Franchise Disclosure Document, franchisees must indemnify, defend, and hold harmless the Indemnified Parties against all claims, obligations, and damages that directly or indirectly arise from the operation of the Franchised Business, the operation of any Dermani Medspa locations they manage, the business they conduct under the Franchise Agreement, or any breach of the Franchise Agreement. The Indemnified Parties include Dermani Medspa, its affiliates, and their respective members, shareholders, directors, officers, employees, agents, successors, assignees, and designees.
This indemnification requirement does not apply if the claims, obligations, or damages are determined to be caused solely by Dermani Medspa's gross negligence or willful misconduct, as ruled by a court of competent jurisdiction that cannot be appealed. Franchisees are responsible for reimbursing the Indemnified Parties for all associated costs.
Dermani Medspa also has the right to designate the attorneys that the franchisee must retain to defend any claims subject to this indemnification provision. This obligation to indemnify continues even after the Franchise Agreement expires or is terminated. The Indemnified Party is not required to seek recovery from any insurer or mitigate their losses before making a claim against the franchisee, and the franchisee cannot reduce the amounts they may recover by claiming a failure to mitigate losses.