Does the Dryject agreement specify that the franchisee's indemnification extends to the franchisor's agents?
Dryject Franchise · 2025 FDDAnswer from 2025 FDD Document
- 3.2 Indemnification.
Franchisee is solely responsible for all costs and expenses related to Franchisee's performance, Franchisee's nonperformance, and Franchisor's enforcement of this Agreement, which costs and expenses Franchisee will pay Franchisor in full, without defense or setoff, on demand.
Franchisee agrees that it will indemnify, defend, and hold harmless Franchisor and its affiliates, and the directors, officers, shareholders, partners, members, employees, agents, and attorneys of Franchisor and its affiliates, and the successors and assigns of any and all of them, from and against, and will reimburse Franchisor and any and all of them for, any and all loss, losses, damage, damages, claims, debts, claims, demands, or obligations that are related to or are based on this Telephone Listing Agreement.
- 3.3 No Duty.
The powers conferred on Franchisor under this Telephone Listing Agreement are solely to protect Franchisor's interests and shall not impose any duty on Franchisor to exercise any such powers.
Franchisee expressly agrees that in no event shall Franchisor be obligated to accept the transfer of any or all of Franchisee's Interest in any or all such Telephone Numbers and Listings.
- 3.4 Further Assurances.
Franchisee agrees that at any time after the date hereof, it will perform such acts and execute and deliver such documents as may be necessary to assist in or accomplish the purposes of this Telephone Listing Agreement.
- 3.5 Successors, Assigns, and Affiliates.
All Franchisor's rights and powers, and all Franchisee's obligations, under this Telephone Listing Agreement shall be binding on Franchisee's successors, assigns, and affiliated persons or entities as if they had duly executed this Telephone Listing Agreement.
Source: Item 8 — BUSINESS RELATIONSHIP (FDD pages 68–229)
What This Means (2025 FDD)
According to Dryject's 2025 Franchise Disclosure Document, the franchisee's indemnification obligations do extend to the franchisor's agents. Specifically, the franchisee agrees to indemnify, defend, and hold harmless not only Dryject itself and its affiliates, but also the directors, officers, shareholders, partners, members, employees, agents, and attorneys of Dryject and its affiliates, as well as their successors and assigns. This means the franchisee is responsible for covering losses, damages, claims, debts, demands, or obligations related to the Telephone Listing Agreement involving these parties.
This requirement means that a Dryject franchisee could be financially responsible for a wide range of potential liabilities involving the franchisor and its associated parties. This could include legal costs, settlements, or judgments arising from disputes or claims related to the franchisee's performance or nonperformance under the agreement. The franchisee is obligated to pay these costs in full without any defense or setoff, meaning they cannot withhold payment or reduce the amount owed based on their own claims or disputes.
This type of indemnification clause is relatively common in franchise agreements, as it aims to protect the franchisor from liabilities arising from the franchisee's operations. However, the broad scope of the indemnification, extending to numerous parties associated with Dryject, places a significant financial burden and risk on the franchisee. A prospective franchisee should carefully consider the potential liabilities and ensure they have adequate insurance coverage and legal advice to understand the full implications of this clause.
Furthermore, the Dryject agreement clarifies that the powers conferred on the franchisor under the Telephone Listing Agreement are solely to protect the franchisor's interests and do not impose any duty on the franchisor to exercise such powers. This reinforces that the franchisor is acting in its own self-interest and is not obligated to act in the franchisee's best interest when exercising its rights under the agreement. The franchisee's obligations under the Telephone Listing Agreement are also binding on the franchisee's successors, assigns, and affiliated persons or entities, indicating that these obligations extend beyond the original franchisee.