What costs are included in the Dryject franchisee's indemnification obligations to the franchisor?
Dryject Franchise · 2025 FDDAnswer from 2025 FDD Document
action whatsoever, whether in tort or in contract, at law or in equity, known or unknown, contingent or fixed, suspected or unsuspected, arising out of, asserted in, assertable in, or in any way related to this Telephone Listing Agreement.
- 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.
Source: Item 8 — BUSINESS RELATIONSHIP (FDD pages 68–229)
What This Means (2025 FDD)
According to the 2025 Dryject Franchise Disclosure Document, franchisees are generally responsible for covering costs and expenses related to their performance, nonperformance, and Dryject's enforcement of the Franchise Agreement. This includes paying Dryject in full for these costs without any deductions or offsets.
Specifically, the franchisee agrees to indemnify, defend, and hold harmless Dryject and its affiliates, including their directors, officers, shareholders, partners, members, employees, agents, and attorneys. This indemnification covers any losses, damages, claims, debts, demands, or obligations related to the Telephone Listing Agreement.
However, a modification exists regarding indemnification obligations. Franchisees are not required to indemnify Dryject for losses or liabilities resulting from Dryject's own negligence, willful misconduct, strict liability, or fraud. This modification offers some protection to franchisees against being held responsible for Dryject's actions. In Washington state, certain provisions in the franchise agreement may be void or unenforceable, further impacting the scope of indemnification.