If Aira Fitness's affiliate incurs attorney's fees related to the equipment, who is responsible for reimbursing those fees?
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 is responsible for reimbursing Aira Fitness and its affiliates for attorney's fees under certain conditions. 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 reimbursing them for obligations, damages, and taxes for which they are held liable, as well as all costs reasonably incurred in defending any claim brought against them.
This indemnification extends to any liability, cost, or expense suffered or incurred by Aira Fitness or its affiliates arising out of the franchisee's development and/or operation of the Aira Fitness Business. It also covers any acts or failures to act by the franchisee's owners, managers, employees, or other agents in connection with the business. Furthermore, the franchisee is responsible for all costs, expenses, or losses incurred by Aira Fitness in enforcing the provisions of the Franchise Agreement, defending actions taken relating to the agreement, or resulting from the franchisee's breach of the agreement.
The indemnification includes 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 it. The franchisee's indemnification obligations remain in effect even after the expiration or termination of the Franchise Agreement.
In the context of equipment-related attorney's fees incurred by Aira Fitness's affiliate, if these fees arise due to the franchisee's operation of the Aira Fitness Business, the franchisee's actions or failure to act, or a breach of the Franchise Agreement, the franchisee would be responsible for reimbursing those fees. This is a significant obligation for prospective franchisees to consider, as it could potentially expose them to substantial financial liabilities beyond the initial investment and ongoing operational costs.