Does the Mr. Sandless franchise agreement require franchisees to indemnify for claims arising from defamation of the franchisor or other franchisees?
Mr_Sandless Franchise · 2025 FDDAnswer from 2025 FDD Document
You agrees not to incur or contract any debt or obligation on behalf of us or commit any act, make any representation, or advertise in any manner which may adversely affect any right of Franchisor or be detrimental to Franchisor or other franchisees of Franchisor. We does not assume any liability, and will not be considered liable, for any agreements, representations, or warranties made by you which are not expressly authorized under this Agreement. We will not be obligated for any damages to any person or property which directly or indirectly arise from or relate to your operations of the Franchised Business. Pursuant to the above, you agree to indemnify Franchisor and hold Franchisor harmless from any and all liability, loss, attorneys' fees, or damage Franchisor may suffer as a result of claims, demands, taxes, costs, or judgments against Franchisor arising out of any allegation of an agent, partner, or employment relationship.
Source: Item 22 — CONTRACTS (FDD page 42)
What This Means (2025 FDD)
Based on the 2025 Mr. Sandless Franchise Disclosure Document, the franchise agreement does not explicitly state that franchisees are required to indemnify Mr. Sandless or other franchisees against claims arising from defamation. However, the agreement does state that the franchisee agrees not to make any representation, or advertise in any manner which may adversely affect any right of Franchisor or be detrimental to Franchisor or other franchisees of Franchisor.
Furthermore, the Mr. Sandless franchise agreement states that the franchisee will indemnify Mr. Sandless and hold Mr. Sandless harmless from any liability, loss, attorneys' fees, or damage Mr. Sandless may suffer as a result of claims, demands, taxes, costs, or judgments against Mr. Sandless arising out of any allegation of an agent, partner, or employment relationship. This means that if a third party brings a claim against Mr. Sandless based on the franchisee's actions that suggest an agency, partnership, or employment relationship, the franchisee will be responsible for covering Mr. Sandless's costs, including legal fees and any resulting judgments.
While not directly addressing defamation, the broad indemnification clause related to the franchisee's actions and representations could potentially extend to situations where the franchisee's statements or advertising lead to legal claims against Mr. Sandless. A prospective franchisee should seek clarification from Mr. Sandless regarding the scope of this indemnification and whether it could apply to claims of defamation or similar actions that harm the brand's reputation or other franchisees.