According to Counselor Realty's 2025 Franchise Disclosure Document, the indemnification clause is located in Section 8.3 of the franchise agreement. This section stipulates that franchisees are responsible for defending, indemnifying, and holding harmless Counselor Realty, its affiliates, and their respective personnel (officers, agents, and employees). This protection extends to all suits, claims, demands, liabilities, and costs, including attorney's fees, that arise from the franchisee's operation of the business. These liabilities can stem from tort, contract, or other legal causes of action.

In practical terms, this means that if a customer or third party brings a claim against Counselor Realty due to something that happened at the franchisee's location or as a result of the franchisee's actions, the franchisee will be responsible for covering Counselor Realty's legal defense and any resulting damages. This includes not only the direct costs of a lawsuit, such as judgments or settlements, but also the indirect costs, such as attorney's fees and court expenses.

The indemnification clause does include an exception: Counselor Realty will be responsible for costs arising from their own direct negligence. Therefore, if a claim arises due to Counselor Realty's direct actions or failures, the franchisee will not be held responsible for indemnifying them. Franchisees should carefully consider the implications of this clause and consult with legal counsel to fully understand their potential liabilities and obligations under the franchise agreement. It is common practice in franchising for the franchisee to bear responsibility for their own business operations, but the specific terms and exceptions should be carefully reviewed.