Under what conditions will Moes Southwest Grill reimburse the franchisee for losses related to indemnification?
Moes_Southwest_Grill Franchise · 2025 FDDAnswer from 2025 FDD Document
- **12.
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 page 92)
What This Means (2025 FDD)
According to the 2025 Moe's Southwest Grill FDD, the standard franchise agreement requires franchisees to indemnify Moe's Franchisor SPV LLC and related parties. However, this obligation is modified by state law, specifically for franchises operating in Washington state.
In Washington, Moe's Southwest Grill franchisees are not required to indemnify, reimburse, defend, or hold harmless the franchisor or other indemnified parties for losses or liabilities resulting from the indemnified party's negligence, willful misconduct, strict liability, or fraud. This modification protects franchisees from liability arising from the franchisor's actions or failures.
This addendum reflects Washington state's franchise law (RCW 19.100.180(1)), which mandates that parties deal with each other in good faith. This modification ensures that Moe's Southwest Grill franchisees in Washington are not unfairly burdened with liabilities caused by the franchisor's own actions, offering a more balanced allocation of risk between the franchisor and the franchisee within that state.