What representation does each party make regarding conflicting obligations when entering into the Face Foundrie Area Developer Agreement?
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).
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)
Based on the 2025 Face Foundrie Franchise Disclosure Document, the Area Developer agrees not to enter into obligations that would conflict with their duties under the Area Development Agreement. Specifically, the Area Developer must take actions, such as displaying a notice in their offices, to ensure they do not assume liabilities on behalf of Face Foundrie.
Face Foundrie does not assume liability for any actions, debts, or obligations incurred by the Area Developer. The Area Developer is responsible for indemnifying Face Foundrie, its owners, affiliates, officers, directors, and employees against any claims, losses, costs, or expenses arising from the Area Developer's operation of the business. This includes legal costs and attorney's fees related to any litigation or disputes.
This section of the agreement protects Face Foundrie from liabilities arising from the Area Developer's actions and ensures that the Area Developer understands they cannot act on behalf of Face Foundrie in a way that creates obligations for the franchisor. The indemnification clause further reinforces the Area Developer's responsibility for their business operations and any associated legal or financial repercussions.