What does the Aira Fitness franchisee agree to do to protect the franchisor from obligations, damages, and taxes for which the franchisor is held liable?
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. Your indemnification obligations described above will continue in full force and effect after, and notwithstanding, the expiration or termination of this Agreement.
D. No Employment Relationship. You expressly acknowledge that we are not your employer or an employer of any of your employees. In addition, we are not a joint employer with you. You acknowledge that our training, guidance, advice and assistance, your obligations under this Agreement and the standards,specifications, policies and procedures required by Company under this Agreement and in the Manual are imposed not for the purpose of exercising control over you but rather for the limited purpose of protecting the Marks, System and Confidential Information, goodwill and brand consistency.
Source: Item 23 — **RECEIPTS (FDD pages 59–254)
What This Means (2025 FDD)
According to the 2025 Aira Fitness Franchise Disclosure Document, the franchisee agrees to indemnify, defend, and hold harmless Aira Fitness, its affiliates, and their respective shareholders, directors, officers, employees, agents, and transferees. This means the franchisee is responsible for protecting Aira Fitness from various liabilities and costs.
Specifically, the franchisee must cover all obligations, damages, and taxes for which Aira Fitness is held liable, including all reasonable costs incurred in defending against any related claims or actions. This also extends to any liability, cost, or expense Aira Fitness incurs due to the franchisee's operation of the Aira Fitness Business or the actions (or failures to act) of the franchisee's owners, managers, employees, or other agents. The franchisee is also responsible for all costs, expenses, or losses Aira Fitness incurs while enforcing the Franchise Agreement or defending actions related to it, or resulting from the franchisee's breach of the agreement.
This indemnification covers actual and consequential damages, reasonable fees for arbitrators, attorneys, accountants, and expert witnesses (including appeals), investigation costs, proof of facts, court costs, other litigation expenses, and travel and living expenses. Aira Fitness retains the right to defend any claim against it. The franchisee's indemnification obligations remain in effect even after the Franchise Agreement expires or terminates. Furthermore, the franchisee agrees not to use any Aira Fitness mark in a way that could create liability for Aira Fitness regarding the franchisee's debts or obligations. Aira Fitness will not be liable for any taxes levied against the franchisee or the Aira Fitness Business, except for Aira Fitness's own income taxes.