What is the Aira Fitness franchisee obligated to do regarding costs incurred by the franchisor in enforcing the franchise agreement?
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. You shall notify and communicate clearly with your employees in all dealings, including without limitation, employment applications and other employment forms, written and electronic correspondence, paychecks, employee handbooks, employment policies and procedures, and other written materials that you (and only you) are their employer and that we are not their employer. You are solely responsible for the management and supervision of the Aira Fitness Business as an independent franchise owner/operator.
**17.
Source: Item 23 — **RECEIPTS (FDD pages 59–254)
What This Means (2025 FDD)
According to Aira Fitness's 2025 Franchise Disclosure Document, the franchisee is obligated to indemnify, defend, and hold harmless Aira Fitness, its affiliates, and their respective shareholders, directors, officers, employees, agents, and transferees. This means the franchisee must protect Aira Fitness from any liabilities, damages, and costs that arise due to the franchisee's actions or breaches of the franchise agreement.
Specifically, the franchisee is responsible for reimbursing Aira Fitness for all costs incurred in enforcing the provisions of the franchise agreement, defending actions taken related to the agreement, or resulting from the franchisee's breach of the agreement. This includes actual and consequential damages, reasonable fees for arbitrators, attorneys, accountants, and expert witnesses (including those for appeals), costs of investigation and proof of facts, court costs, other litigation expenses, and travel and living expenses.
This obligation extends beyond the term of the agreement, remaining in full force even after the expiration or termination of the franchise agreement. Aira Fitness retains the right to defend any claim brought against it, further emphasizing the franchisee's responsibility to cover these costs. Additionally, if Aira Fitness obtains an injunction or order of specific performance, the franchisee must pay all costs associated with obtaining it, including attorneys' fees, expert witness fees, investigation costs, court costs, and any damages Aira Fitness incurs as a result of the breach.