Does the Aira Fitness franchisee's indemnification obligation continue after the termination or expiration of 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.
Source: Item 23 — **RECEIPTS (FDD pages 59–254)
What This Means (2025 FDD)
According to Aira Fitness's 2025 Franchise Disclosure Document, the franchisee's obligation to indemnify Aira Fitness extends beyond the termination or expiration of the franchise agreement. This means that even after the franchise agreement ends, the franchisee remains responsible for covering certain costs and liabilities.
Specifically, the franchisee must indemnify, defend, and hold harmless Aira Fitness, its affiliates, and their respective shareholders, directors, officers, employees, agents, and transferees. This includes covering obligations, damages, and taxes for which Aira Fitness is held liable, as well as costs incurred in defending claims. It also extends to any liability, cost, or expense arising from the franchisee's operation of the Aira Fitness Business or the actions of their owners, managers, employees, or agents. Additionally, the franchisee is responsible for costs incurred by Aira Fitness in enforcing the franchise agreement or defending actions related to it, including damages, fees, and expenses.
This continued indemnification obligation is a significant consideration for prospective franchisees. It means that even after ceasing operations, a former Aira Fitness franchisee could still face financial responsibility for issues that arose during the term of the franchise agreement. Franchisees should carefully consider the scope of this indemnification and seek legal counsel to fully understand their potential liabilities.