Under what circumstances are Aerus franchisees not obligated to indemnify or hold harmless an indemnified party, according to the amendment to Section 17 of the Franchise Agreement?

According to Aerus's 2025 Franchise Disclosure Document, Section 12 modifies any provision in the franchise agreement that requires the franchisee to indemnify, reimburse, defend, or hold harmless the franchisor or other parties. This modification states that Aerus franchisees have no obligation to indemnify, reimburse, defend, or hold harmless the franchisor or any other indemnified party under specific circumstances.

Specifically, the franchisee is not obligated to cover losses or liabilities to the extent that they are caused by the indemnified party's negligence. This means if the franchisor's own carelessness leads to a loss, the franchisee is not responsible for covering it. Similarly, the franchisee is not responsible for losses or liabilities resulting from the indemnified party's willful misconduct. This protects the franchisee from being held liable for intentional wrongdoing by the franchisor or other indemnified parties.

Furthermore, the franchisee is not obligated to indemnify, reimburse, defend, or hold harmless the franchisor or any other indemnified party for losses or liabilities to the extent that they are caused by the indemnified party's strict liability or fraud. This amendment provides significant protection to Aerus franchisees, ensuring they are not held responsible for liabilities arising from the franchisor's actions or misconduct. This is a beneficial clause for franchisees as it limits their financial exposure in situations where the franchisor is at fault.