Under what circumstances are Dermani Medspa franchisees NOT required to indemnify the Indemnified Parties, according to the indemnification clause?
Dermani_Medspa Franchise · 2025 FDDAnswer from 2025 FDD Document
e Other Party.** We and you may not make any express or implied agreements, warranties, guarantees, or representations, or incur any debt, in the name or on behalf of the other or represent that our respective relationship is other than that of franchisor and franchisee. We will not be obligated for any damages to any person or property directly or indirectly arising out of the Franchised Business's operation or the business you conduct under this Agreement.
16.4. Indemnification.
- 16.4.1. 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 Medspa you manage, the business you conduct under this
Source: Item 23 — RECEIPTS (FDD pages 66–311)
What This Means (2025 FDD)
According to the 2025 Dermani Medspa Franchise Disclosure Document, franchisees are generally required to indemnify the Indemnified Parties (which include Dermani Medspa, its affiliates, and their respective members, shareholders, directors, officers, employees, agents, successors, assignees, and designees) against claims, obligations, and damages arising from the operation of the franchised business, the franchisee's conduct under the agreement, or any breach of the agreement.
However, 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. This determination must be made in a final, unappealable ruling by a court with the appropriate authority.
This means that a Dermani Medspa franchisee would not be responsible for covering the losses, legal fees, or damages in situations where a court definitively rules that Dermani Medspa's own actions, specifically gross negligence or willful misconduct, were the sole cause of the issue. This clause protects franchisees from liability in situations where the franchisor's actions are the direct and only cause of damages or claims.