Under what circumstances will the Face Foundrie franchisee be required to indemnify the franchisor?
Face_Foundrie Franchise · 2025 FDDAnswer from 2025 FDD Document
INDEMNIFICATION. Any provision in the franchise agreement or related agreements requiring the franchisee to indemnify, reimburse, defend, or hold harmless the franchisor or other parties is hereby modified such that the franchisee has no obligation to indemnify, reimburse, defend, or hold harmless the franchisor or any other indemnified party for losses or liabilities to the extent that they are caused by the indemnified party's negligence, willful misconduct, strict liability, or fraud.
Source: Item 22 — CONTRACTS (FDD pages 73–74)
What This Means (2025 FDD)
According to Face Foundrie's 2025 Franchise Disclosure Document, the franchise agreement includes provisions for indemnification. However, these provisions are modified by Washington state law, RCW 19.100.180(1), which requires parties to deal with each other in good faith. This means Face Foundrie must exercise reasonable business judgment when enforcing the franchise agreement.
Specifically, any clause requiring a Face Foundrie franchisee to indemnify, reimburse, defend, or hold harmless the franchisor is modified. The franchisee is not obligated to protect Face Foundrie from losses or liabilities resulting from Face Foundrie's own negligence, willful misconduct, strict liability, or fraud. This modification is due to Washington state law.
This modification is significant for prospective Face Foundrie franchisees in Washington because it limits their financial exposure. Typically, franchise agreements heavily favor the franchisor, including broad indemnification clauses. However, this modification ensures that Face Foundrie cannot hold its franchisees responsible for its own wrongdoings. Franchisees should be aware of this protection under Washington law, but should consult with a legal professional to fully understand their rights and obligations.