What is the franchisee required to indemnify Aira Fitness's Affiliate against?
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 Aira Fitness, its affiliates, and their respective shareholders, directors, officers, employees, agents, and transferees. This means the franchisee agrees to protect these parties from certain liabilities and costs. Specifically, the franchisee is responsible for covering obligations, damages, and taxes for which Aira Fitness is held liable, as well as all costs incurred in defending claims against them.
This indemnification extends to any liability, cost, or expense arising from the franchisee's development and operation of their Aira Fitness Business. It also includes actions or failures to act by the franchisee's owners, managers, employees, or other agents. Furthermore, the franchisee must cover all costs, expenses, or losses Aira Fitness incurs while enforcing the Franchise Agreement, defending actions related to the agreement, or resulting from the franchisee's breach of the agreement.
The financial implications of this indemnification are significant. It includes 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 made against them. It's important to note that these indemnification obligations remain in effect even after the Franchise Agreement expires or is terminated.
This type of clause is standard in franchise agreements. It protects the franchisor from liabilities caused by the franchisee's business operations. Prospective Aira Fitness franchisees should carefully consider the potential financial impact of this indemnification clause and consult with a legal professional to fully understand their obligations.