What does the Face Foundrie Area Developer need to indemnify against?
Face_Foundrie Franchise · 2025 FDDAnswer from 2025 FDD Document
- 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).
Area Developer agrees that with respect to any threatened or actual litigation, proceeding or dispute which could directly or indirectly affect any of the Indemnitees, the Indemnitees shall have the right, but not the obligation, in their discretion, to: (i) choose counsel, (ii) direct, manage and/or control the handling of the matter; and (iii) settle on behalf of the Indemnitees, and/or Area Developer, any claim against the Indemnitees.
All vouchers, canceled checks, receipts, receipted bills or other evidence of payments for any such losses, liabilities, costs, damages, charges or expenses of whatsoever nature incurred by any Indemnitee shall be taken as prima facie evidence of Area Developer's obligation hereunder.
Source: Item 23 — RECEIPTS (FDD pages 74–257)
What This Means (2025 FDD)
According to Face Foundrie's 2025 Franchise Disclosure Document, as an Area Developer, you are required to indemnify Face Foundrie, its owners and affiliates, and their respective officers, directors, and employees (collectively known as the "Indemnitees") from any and all causes of action, claims, losses, costs, expenses, liabilities, litigation, damages, or other expenses. This includes settlement costs and attorneys' fees.
This indemnification obligation arises directly or indirectly from, as a result of, or in connection with your operation of the Face Foundrie business. This holds true regardless of any claims that the Indemnitees are or were negligent. Face Foundrie retains the right to choose counsel, direct the handling of any legal matter, and settle claims against the Indemnitees, which may also involve the Area Developer.
Furthermore, all vouchers, canceled checks, receipts, receipted bills, or other evidence of payments for any losses, liabilities, costs, damages, charges, or expenses incurred by any Indemnitee will be considered prima facie evidence of the Area Developer's obligation to cover these costs. This means that these documents will be accepted as sufficient proof of the Area Developer's financial responsibility unless proven otherwise.
In practical terms, this means that if a customer sues Face Foundrie because of something that happened at your Area Developer location, you, as the Area Developer, would be responsible for covering Face Foundrie's legal costs and any damages they are required to pay, even if Face Foundrie was partly at fault. This is a significant financial responsibility that all prospective Area Developers should carefully consider.