What does the Mr. Sandless franchisee agree to indemnify, defend, and hold harmless?
Mr_Sandless Franchise · 2025 FDDAnswer from 2025 FDD Document
that we have no adequate remedy at law to prevent such harm. You acknowledge and agree on your own behalf and on behalf of the persons who are liable under this Section 18 that each has previously worked or been gainfully employed in other careers and that the provisions of this Section 18 in no way prevent any such person from earning a living. You further acknowledge and agree that the time limitation of this Section 18 shall be tolled during any default under this Section.
18.4 Covenants of Employees, Agents, and Third Persons
You shall require and obtain execution of covenants similar to those set forth in this Section 19.4 (including covenants applicable upon the termination of a person's employment with you) from all employees, contractors or third persons who will have access to Mr. Sandless proprietary and Confidential Information, and shall provide to us to an executed versions thereof. Such covenants shall be substantially in the form set forth in Attachment 4 as revised and updated from time to time and contained in the Manual. You shall indemnify and hold us harmless from any and all liability, loss, attorneys' fees, or damage we may suffer as a result of your failure to obtain executed restricted covenants by employees, agents and third persons as required by this Section.
19. INDEPENDENT LICENSEE; INDEMNIFICATION
19.1 Independent Licensee
You are and shall be an independent licensee under this Agreement, and no partnership shall exist between you and the us. This Agreement does not constitute you as an agent, legal representative, or employee of ours for any purpose whatsoever, and you are not granted any right or authority to assume or create any obligation for or on behalf of, or in the name of, or in any way to bind Franchisors. 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.
19.2 Responsibility for Debts
You acknowledge full responsibility for all the debts and obligations of your Business including, but not limited, to all bills, debts, taxes, rents, employee taxes, unemployment compensation insurance and employee benefits.
Source: Item 22 — CONTRACTS (FDD page 42)
What This Means (2025 FDD)
According to the 2025 Mr. Sandless Franchise Disclosure Document, the franchisee agrees to indemnify, defend, and hold Mr. Sandless harmless from specific liabilities and damages.
The franchisee is considered an independent licensee and must indemnify Mr. Sandless against any liability, loss, attorneys' fees, or damage resulting from claims, demands, taxes, costs, or judgments against Mr. Sandless. This specifically includes those arising from any allegation of an agent, partner, or employment relationship. This means if someone claims they are an employee or partner of Mr. Sandless due to the franchisee's actions, the franchisee is responsible for defending Mr. Sandless and covering any associated costs.
Additionally, the franchisee must ensure that all employees, contractors, and third parties who have access to Mr. Sandless's proprietary and confidential information sign covenants similar to those in Section 19.4 of the agreement. If the franchisee fails to obtain these executed restricted covenants, they must indemnify and hold Mr. Sandless harmless from any liability, loss, attorneys' fees, or damage Mr. Sandless may suffer as a result. This highlights the importance of protecting Mr. Sandless's confidential information and ensuring all relevant parties are bound by confidentiality agreements.
Finally, in the event that Mr. Sandless exercises its "Step-In Rights" to temporarily operate the franchisee's business, the franchisee agrees to hold Mr. Sandless and its representatives harmless for all actions occurring during that temporary operation. The franchisee is also responsible for paying all of Mr. Sandless's reasonable attorneys' fees and costs incurred as a result of exercising these rights. This clause protects Mr. Sandless from liabilities arising from their intervention in the franchisee's business operations under specific circumstances.