Under what circumstances is a Counselor Realty franchisee NOT required to indemnify 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 generally required to defend, indemnify, and hold harmless Counselor Realty, its affiliates, and their personnel from any liabilities, costs, and claims, including attorney's fees, that arise from the franchisee's operation of the business. This obligation extends to situations involving tort, contract, or other legal causes of action. This means the franchisee is responsible for covering legal expenses and potential damages resulting from their business operations.
However, the franchisee is not required to indemnify Counselor Realty if the liabilities, costs, and claims are caused by the direct and proximate consequences of Counselor Realty's negligence. In such cases, the responsibility for covering losses shifts to Counselor Realty to the extent their negligence directly led to the issue.
Furthermore, the franchisee waives and releases all claims against Counselor Realty, its affiliates, and their respective personnel 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 a franchisee cannot sue Counselor Realty for damages or injuries unless Counselor Realty's direct negligence caused the issue.