What costs related to the defense of claims against the Aira Fitness franchisor must the franchisee reimburse?
Aira_Fitness Franchise · 2025 FDDAnswer from 2025 FDD Document
s, or on us, in connection with the business you conduct, or on any payments you make to us pursuant to this Agreement or any franchise agreement, including but not limited to royalty fees (except for our own income taxes). You agree to indemnify, defend and hold us, our affiliates, and our and our affiliates' shareholders, directors, officers, employees, agents and transferees, harmless against and to reimburse us for: (1) all such obligations, damages, and taxes for which we are held liable and for all costs we reasonably incur in the defense of any such claim brought against us or in any such action in which we are named as a party; (2) any liability, cost or expense we suffer, sustain or incur arising out of or relating to your development and/or operation of your Aira Fitness Business or any of your Owners', managers', employees', or other agents' acts or failure to act in connection therewith; and (3) all cost, expense or loss we incur in enforcing the provisions of this Agreement, in defending our actions taken relating to this Agreement, or resulting from
your breach of this Agreement. This indemnification includes without limitation actual and consequential damages, reasonable arbitrators', attorneys', accountants' and expert witness fees (including those for appeal), costs of investigation and proof of facts, court costs, other litigation expenses and travel and living expenses. We have the right to defend any such claim against us.
Source: Item 23 — **RECEIPTS (FDD pages 59–254)
What This Means (2025 FDD)
According to Aira Fitness's 2025 Franchise Disclosure Document, franchisees must indemnify, defend, and hold harmless Aira Fitness, its affiliates, shareholders, directors, officers, employees, agents, and transferees. This means franchisees are responsible for reimbursing Aira Fitness for obligations, damages, and taxes for which Aira Fitness is held liable. This also includes all costs Aira Fitness reasonably incurs in defending any claim brought against them or in any action in which they are named as a party. This obligation extends to any liability, cost, or expense Aira Fitness incurs due to the franchisee's development or operation of their Aira Fitness Business, or the acts or failures to act of the franchisee's owners, managers, employees, or other agents. Franchisees are also responsible for all costs, expenses, or losses Aira Fitness incurs in enforcing the provisions of the Franchise Agreement or defending actions taken related to the agreement, or resulting from the franchisee's breach of the agreement.
The indemnification covers actual and consequential damages, reasonable arbitrators', attorneys', accountants', and expert witness fees (including those for appeal), costs of investigation and proof of facts, court costs, other litigation expenses, and travel and living expenses. Aira Fitness retains the right to defend any claim against them. The franchisee's indemnification obligations continue even after the expiration or termination of the Franchise Agreement.
This section of the FDD outlines a broad scope of financial responsibility for Aira Fitness franchisees. It is important for prospective franchisees to understand the potential financial implications of this indemnification clause, as it could involve significant costs depending on the nature and extent of any claims or legal actions. Franchisees should consult with legal and financial advisors to fully understand their obligations and potential liabilities under this agreement.