What section of the Mr. Sandless franchise agreement discusses the franchisee's indemnification obligations?
Mr_Sandless Franchise · 2025 FDDAnswer from 2025 FDD Document
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.
Source: Item 9 — FRANCHISEE'S OBLIGATIONS (FDD pages 18–19)
What This Means (2025 FDD)
According to Mr. Sandless's 2025 Franchise Disclosure Document, Section 19 of the franchise agreement, titled "INDEPENDENT LICENSEE; INDEMNIFICATION," outlines the franchisee's indemnification obligations to Mr. Sandless. This section clarifies that the franchisee operates as an independent licensee and not as an agent, partner, or employee of Mr. Sandless. Consequently, the franchisee is responsible for their own debts, obligations, and actions.
Specifically, Section 19.4 addresses the franchisee's duty to indemnify Mr. Sandless. This means the franchisee must protect Mr. Sandless from any liabilities, losses, attorney's fees, or damages resulting from claims, demands, taxes, costs, or judgments against Mr. Sandless. This indemnification extends to situations arising from allegations of an agency, partnership, or employment relationship between the franchisee and Mr. Sandless.
Additionally, Section 18.4 discusses the franchisee's responsibility to obtain covenants from their employees, agents, and third parties who have access to Mr. Sandless's confidential information. The franchisee must ensure these individuals agree to confidentiality and non-competition terms similar to those in Section 19.4. Failure to secure these covenants results in the franchisee having to indemnify Mr. Sandless from any resulting liabilities, losses, attorney's fees, or damages.