Under what circumstances are Dermani Medspa franchisees NOT required to indemnify the Indemnified Parties for claims, obligations, or damages?
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.
"Indemnified Parties" – us, our affiliates, and our and their respective members, shareholders, directors, officers, employees, agents, successors, assignees and designees.
Source: Item 23 — RECEIPTS (FDD pages 66–311)
What This Means (2025 FDD)
According to Dermani Medspa's 2025 Franchise Disclosure Document, a franchisee is 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 business conduct, or any breach of the Franchise Agreement.
However, the franchisee is not required to indemnify the Indemnified Parties 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 of competent jurisdiction. This means that a franchisee's obligation to cover losses and legal costs of Dermani Medspa does not extend to situations where Dermani Medspa itself is directly and solely responsible for the damages due to its own gross negligence or intentional misconduct.
This condition provides a degree of protection for the franchisee, ensuring they are not held liable for Dermani Medspa's own serious errors or intentional wrongdoing. However, it is important to note that the protection is contingent on a court ruling that definitively establishes Dermani Medspa's sole responsibility through gross negligence or willful misconduct, which can be a challenging legal standard to meet. Franchisees should be aware of this indemnification clause and understand the circumstances under which they may or may not be responsible for covering claims against Dermani Medspa.