Does the Mr. Sandless franchise agreement require franchisees to indemnify for claims arising from the transfer of any interest in the Agreement not in accordance with the Agreement?

According to the 2025 Mr. Sandless Franchise Disclosure Document, the franchise agreement does not explicitly state that a franchisee must indemnify Mr. Sandless for claims arising from the transfer of any interest in the Agreement not in accordance with the agreement. However, the document does state that the franchisee is an independent licensee and must indemnify Mr. Sandless from any liability, loss, attorney's fees, or damage that 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.

Additionally, the Mr. Sandless franchise agreement outlines specific conditions and requirements for transferring the franchise. These include obtaining Mr. Sandless's approval, executing a general release of claims, ensuring the buyer executes the current Single Unit Franchise Agreement and a personal guaranty (if applicable), paying a transfer fee of $5,000 per owner for a Mr. Sandless Business transfer, and complying with all applicable laws. If the buyer is a corporation or LLC, they must meet specific requirements, and Mr. Sandless must approve all shareholders, members, and managers.

While the FDD does not directly address indemnification for non-compliant transfers, the broad indemnification clause related to the franchisee's actions and the detailed transfer requirements suggest that a transfer not in compliance with the agreement could potentially trigger the franchisee's indemnification obligations. A prospective franchisee should clarify with Mr. Sandless under what specific circumstances indemnification would be required in relation to a transfer that does not comply with the franchise agreement.