Does the Mr. Sandless indemnification clause cover claims arising from the franchisee's advertising?
Mr_Sandless Franchise · 2025 FDDAnswer from 2025 FDD Document
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.
Source: Item 22 — CONTRACTS (FDD page 42)
What This Means (2025 FDD)
According to the 2025 Mr. Sandless Franchise Disclosure Document, the franchisee is responsible for operating as an independent licensee and must indemnify Mr. Sandless against various liabilities. Specifically, the franchisee agrees not to advertise in any manner that may adversely affect any right of the franchisor or be detrimental to the franchisor or other franchisees.
The Mr. Sandless franchise agreement states that the franchisee agrees 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.
While the indemnification clause focuses on the franchisee's status as an independent licensee and potential claims related to agency, partnership, or employment relationships, it does not explicitly mention claims arising directly from the franchisee's advertising. However, the franchisee's agreement not to advertise in a manner detrimental to the franchisor could be interpreted to extend to advertising-related claims.
Therefore, a prospective Mr. Sandless franchisee should seek clarification from the franchisor regarding whether the indemnification clause extends to claims arising from the franchisee's advertising activities. It would be prudent to understand the scope of this clause to assess potential liabilities related to advertising and marketing efforts.