What is the 'Waiver of Management Agreement' in the Dermani Medspa franchise agreement?
Dermani_Medspa Franchise · 2025 FDDAnswer from 2025 FDD Document
In the event applicable state law does not require the use of a management agreement between you and a PC, as determined by you and your counsel, we may waive certain requirements and require you to execute our waiver of management agreement ("Waiver of Management Agreement"). If you qualify to enter into the Waiver of Management Agreement, we will make the final determination whether we will permit the waiver or not.
- d.
You will assume all obligations, rights, and responsibilities of the PC set forth in the Franchise Agreement, and shall continue to be responsible for all obligations, rights, and responsibilities related to the management and administration of the Medspa and operation of the Franchised Business.
You will operate as the manager of the business and the Medspa, and will not be permitted to retain an independent management company.
- e.
You will obtain patient consent and/or authorization, as required by state and federal laws and regulations, to permit you to disclose information to us, as required by the Franchise Agreement.
- f.
It is your sole responsibility to ensure that the corporate and ownership structure and operation of the Medspa and the Franchised Business complies with all applicable local, state, and federal laws.
-
- Waiver of Management Agreement.
In reliance on the representations and warranties set forth in Section 1, we hereby waive the requirement that you enter into a Management Agreement with a PC as specified in Section 1.2 of the Franchise Agreement.
We consent to your direct ownership and operation of the Medspa, and acknowledge that the Medspa is the Franchised Business.
-
- Indemnification. You shall indemnify, defend, and hold harmless us, our affiliates, and our directors, officers, shareholders, partners, members, employees, agents, and attorneys, and the successors and assigns of any and all of them, from and against, and will reimburse us and any and all of them for, any and all loss, losses, damage, damages, claims, debts, demands, or obligations that are related to or are based this Agreement or your ownership or operation of the Medspa or the Franchised Business.
Source: Item 23 — RECEIPTS (FDD pages 66–311)
What This Means (2025 FDD)
According to the 2025 Dermani Medspa FDD, the 'Waiver of Management Agreement' comes into play when state law doesn't mandate a Management Agreement between the franchisee and a Professional Corporation (PC). In such cases, as determined by the franchisee's legal counsel, Dermani Medspa may waive the requirement for a Management Agreement, provided the franchisee executes the Waiver of Management Agreement.
If a franchisee qualifies for the Waiver of Management Agreement, Dermani Medspa retains the final say on whether to permit the waiver. By signing the waiver, the franchisee assumes all obligations, rights, and responsibilities typically held by the PC under the Franchise Agreement. This includes managing the Medspa, handling its administration, and operating the Franchised Business. The franchisee also commits to operating as the manager of the business and Medspa, without the option of hiring an independent management company.
Furthermore, the franchisee must obtain necessary patient consent for disclosing information to Dermani Medspa, as required by the Franchise Agreement and in compliance with all applicable laws. It is the franchisee's responsibility to ensure that the Medspa's corporate structure, ownership, and operations adhere to all local, state, and federal laws. In return for these responsibilities, Dermani Medspa consents to the franchisee's direct ownership and operation of the Medspa, acknowledging it as the Franchised Business. The franchisee also agrees to indemnify Dermani Medspa against any losses, damages, or claims related to the agreement or the franchisee's ownership/operation of the Medspa.