Are there any exceptions to the 'No Liability' clause for Moes Southwest Grill, and if so, what are they?

According to Moe's Southwest Grill's 2025 Franchise Disclosure Document, the franchise agreement contains a limited recourse clause. This clause generally protects certain individuals and entities associated with both the franchisor and franchisee from liability related to the agreement. Specifically, it states that no past, present, or future director, officer, employee, incorporator, member, partner, stockholder, subsidiary, affiliate, controlling party, entity under common control, ownership or management, vendor, service provider, agent or attorney of either party shall have any liability under the agreement. This means these individuals and entities cannot be held responsible for claims arising from the franchise agreement.

However, there is a notable exception to this limited recourse provision. The clause explicitly states that it is not intended to discharge either party (Moe's Southwest Grill or the franchisee) from its liability for any breach of the agreement by its directors, officers, employees, consultants, and agents. In other words, while the individuals themselves are shielded, the company itself remains liable for the actions of its representatives if those actions constitute a breach of the franchise agreement.

This is a fairly standard provision in franchise agreements. It aims to protect individuals associated with the franchise system from personal liability while ensuring that the franchisor and franchisee remain accountable for fulfilling their contractual obligations. A prospective Moe's Southwest Grill franchisee should understand that while they may not be able to pursue individual representatives of the franchisor for breaches, Moe's Franchisor SPV LLC itself can be held liable. Similarly, the franchisee is responsible for the actions of their own employees and representatives.