Under what circumstances must a Counselor Realty franchisee defend, indemnify, and hold harmless 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, a franchisee is required to defend, indemnify, and hold harmless Counselor Realty, its affiliates, and their respective officers, agents, and employees from all suits, claims, demands, liabilities, and costs. These costs include attorney's fees, whether in tort, contract, or otherwise.
This obligation arises out of or in connection with the franchisee's operation of the business. However, there is an exception: the franchisee is not responsible to the extent that the suits, claims, demands, liabilities, and costs are caused by the direct and proximate consequences of Counselor Realty's negligence.
In addition, 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 the franchisee assumes significant responsibility for any issues arising from their business operations, limiting Counselor Realty's liability unless direct negligence on their part can be proven.