Where in the Counselor Realty franchise agreement are the relationships between the parties defined?

According to Counselor Realty's 2025 Franchise Disclosure Document, the nature of the relationship between the franchisee and Counselor Realty is defined in Section 13.5 of the franchise agreement. This section explicitly states that the franchisee operates as an independent contractor and is not considered an employee, agent, partner, or joint venturer of Counselor Realty. Furthermore, the agreement clarifies that it does not establish a fiduciary relationship or any special trust and confidence between the parties.

This distinction is crucial as it outlines the legal and financial responsibilities of each party. As an independent contractor, the franchisee is responsible for their own business decisions, hiring, and compliance with applicable laws. Counselor Realty does not owe any implied duties to the franchisee, reinforcing the arm's-length nature of the relationship. This is a common arrangement in franchising, where franchisees typically operate autonomously under the franchisor's brand and system.

The franchise agreement also specifies that no other person, except Counselor Realty's affiliates, is intended to be a beneficiary of the agreement. If the franchisee consists of multiple individuals, they are jointly and severally liable under the agreement. Additionally, if the franchisee is a partnership, corporation, or other entity, all partners, shareholders, or owners must execute a guaranty, ensuring their commitment to the terms of the agreement.