Who is responsible for the fees and expenses associated with litigation regarding the Aira Fitness Marks?
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 responsible for costs and expenses related to litigation regarding the Aira Fitness Marks under certain circumstances. Specifically, the franchisee must indemnify, defend, and hold Aira Fitness harmless from any costs, expenses, or losses Aira Fitness incurs in enforcing the franchise agreement or defending actions related to it. This includes situations where Aira Fitness seeks an injunction or specific performance to enforce the franchisee's obligations concerning the use of the Aira Fitness Marks.
This indemnification extends to actual and consequential damages, reasonable arbitrator, attorney, accountant, and expert witness fees (including appeals), investigation costs, court costs, litigation expenses, and travel and living expenses. Aira Fitness retains the right to defend any claim against them. This obligation remains in effect even after the franchise agreement expires or terminates.
In cases where Aira Fitness obtains an injunction or specific performance order, the franchisee is obligated to cover all associated costs, including reasonable attorney's fees, expert witness fees, investigation costs, court costs, other litigation expenses, and travel and living expenses. The franchisee also waives any claims for damages if it is later determined that the injunction or specific performance order was improperly issued. However, disputes related to the franchisee's use of the Marks are subject to different resolution processes, as controversies related to the use of the Marks are excluded from the arbitration clause.