Does the Face Foundrie Area Developer Agreement authorize me to make any agreement on Face Foundrie's behalf?
Face_Foundrie Franchise · 2025 FDDAnswer from 2025 FDD Document
12.3 No Assumption of Liability*.* Nothing in this Agreement authorizes Area Developer to make any contract, agreement, warranty, or representation on Franchisor's behalf, or to incur any debt or other obligation in Franchisor's name; and that Franchisor shall in no event assume liability for, or be deemed liable hereunder as a result of, any such action; nor shall Franchisor be liable by reason of any act or omission of Area Developer in Area Developer's operations hereunder, or for any claim or judgment arising therefrom against Area Developer or Franchisor.
12.4 Indemnification.
Area Developer shall indemnify and hold Franchisor, Franchisor's owners and affiliates, and their respective officers, directors, and employees (the "Indemnitees") harmless against any and all causes of action, claims, losses, costs, expenses, liabilities, litigation, damages or other expenses (including, but not limited to, settlement costs and attorneys' fees) arising directly or indirectly from, as a result of, or in connection with Area Developer's operation of the business contemplated hereunder (notwithstanding any claims that the Indemnitees are or were negligent).
Source: Item 23 — RECEIPTS (FDD pages 74–257)
What This Means (2025 FDD)
According to Face Foundrie's 2025 Franchise Disclosure Document, the Area Developer Agreement does not authorize the Area Developer to make any agreements, contracts, warranties, or representations on Face Foundrie's behalf. Additionally, the agreement explicitly states that the Area Developer cannot incur any debt or other obligations in Face Foundrie's name. Face Foundrie will not assume liability for any actions taken by the Area Developer.
This means that as an Area Developer, you are not permitted to enter into any legally binding agreements or financial obligations that would commit Face Foundrie. This limitation protects Face Foundrie from potential liabilities arising from the Area Developer's actions. It is a common practice in franchising to ensure that franchisees and area developers do not have the authority to bind the franchisor to agreements without explicit consent.
The Area Developer is responsible for their own actions and operations. Any claims or judgments arising from the Area Developer's operations are their sole responsibility, and Face Foundrie will not be held liable. This reinforces the independent contractor relationship between the franchisor and the area developer. This also means that the Area Developer must indemnify Face Foundrie and its affiliates against any losses, costs, or expenses resulting from the Area Developer's business operations.