What is the scope of the indemnification provided by a Counselor Realty franchisee to Counselor Realty?
Counselor_Realty Franchise · 2025 FDDAnswer from 2025 FDD Document
- 8.3 Indemnification. You will defend, indemnify and hold harmless Counselor, its affiliates and their respective officers, agents, and employees from all suits, claims, demands, liabilities and costs, including attorneys' fees, in tort, contract, or otherwise, arising out of or in connection with your operation of the Business except to the extent caused by direct and proximate consequences of our negligence. You waive and release all claims against Counselor, its affiliates, and their respective officers, agents, and employees for damages to property or injuries to persons arising out of or in connection with operation of the Business except to the extent caused by direct and proximate consequences of our negligence.
Source: Item 22 — CONTRACTS (FDD page 32)
What This Means (2025 FDD)
According to Counselor Realty's 2025 Franchise Disclosure Document, the franchisee is required to defend, indemnify, and hold harmless Counselor Realty, its affiliates, and their respective officers, agents, and employees. This protection extends to all suits, claims, demands, liabilities, and costs, including attorney's fees, whether in tort, contract, or otherwise. The scope of this indemnification covers issues arising out of or in connection with the franchisee's operation of the business.
However, there is an exception to this broad indemnification. The franchisee is not responsible for liabilities caused by the direct and proximate consequences of Counselor Realty's negligence. This means that if Counselor Realty's own actions or omissions directly lead to a claim or liability, the franchisee is not required to cover those costs.
Furthermore, the franchisee waives and releases all claims against Counselor Realty, its affiliates, and their respective officers, agents, and employees for damages to property or injuries to persons arising out of or in connection with the operation of the Business except to the extent caused by direct and proximate consequences of Counselor Realty's negligence. This means that the franchisee cannot sue Counselor Realty for damages or injuries unless those damages or injuries were the direct result of Counselor Realty's negligence.