factual

Does the Engel & Volkers franchise agreement require the franchisee to hold the franchisor harmless?

Engel_Volkers Franchise · 2025 FDD

Answer from 2025 FDD Document

17.1 Indemnity:

Franchisee will, at its sole cost, at all times defend, reimburse and hold harmless Franchisor and its affiliates, subsidiaries, successors, assigns and designees; and, the officers, directors, managers, employees, contractors, agents, attorneys, shareholders, owners, members, designees and representatives of all of the foregoing (Franchisor and all others referenced above being the "Indemnified Parties"), and indemnify and hold harmless Franchisor and the other Indemnified Parties to the fullest extent permitted by law, against all claims, losses, liabilities and costs (as denominated in the following paragraph) incurred in connection with any judicial, administrative or arbitration action or proceeding (including bankruptcy, insolvency, debtor/creditor or similar proceedings), suit, claim, demand, investigation, or formal or informal inquiry (regardless of whether any of the foregoing is reduced to judgment) or any settlement of the foregoing, which actually or allegedly, directly or indirectly, arises out of, is based upon, is a result of or is related in any way to any element of Franchisee's entry into this Agreement; actions or omissions committed by Franchisee or its affiliates, employees, contractors, or Sales Advisors in connection with the operation of the ENGEL & VÖLKERS Residential Real Estate Brokerage hereunder; the establishment, construction, ownership, opening and operation of the office of Franchisee's franchised Business hereunder, including any other business operating within or in relation to the office (which other business, if any, shall be subsumed within this paragraph's references to the office) and further including (without limitation) any personal, bodily or mental injury, death, property damage or loss, suffered by any customer, visitor, manager, operator, supplier, employee, contractor, or guest of the franchised ENGEL & VÖLKERS office; crimes committed on or near any of the premises or facilities of Franchisee's franchised Business or vehicles used by Franchisee's franchised Business; all acts, errors, neglects or omissions engaged in by Franchisee, its contractors or subcontractors, as well as any third party, arising out of or related to the design, construction, conversion, build-out, outfitting, remodeling, renovation or upgrading of its franchised ENGEL & VÖLKERS office, whether or not any of the foregoing was approved by Franchisor; defects in any ENGEL & VÖLKERS franchised office that Franchisee constructs and/or operates, whether or not discoverable by Franchisee or by Franchisor; all acts, errors, neglects or omissions of Franchisee or the franchised ENGEL & VÖLKERS Residential Real Estate Brokerage and/or the owners, officers, directors, management, employees, agents, servants, contractors, partners, proprietors, affiliates or representatives of Franchisee and/or the franchised Business and/or the location thereof (or any third party acting on Franchisee's behalf or at Franchisee's direction), whether in connection with the franchised business, the office or otherwise, including (without limitation) any property damage, injury or death suffered or caused by any vehicle serving the franchised Business; any claim, however and wherever asserted, that Franchisor or its respective affiliates are the employer, joint employer or coemployer of Franchisee and/or Franchisee's employees or contractors; claims that Franchisee, its owners, employees, contractors, brokers or Franchisee's Sales Advisors are Franchisor's employees, agents or part of a common enterprise with Franchisor, including claims regarding violation or labor or employment law regulations; third party claims against Franchisor arising from or related to Franchisee's breach of the terms, restrictions and requirements of this Agreement (including, without limitation, Franchisee's unauthorized use of the Trademarks, violation of any applicable laws, codes, rules or regulations or failure to comply with Information Privacy Laws); Franchisee's violation of Information Privacy Laws; all liabilities arising from Franchisee's offer, sale and/or delivery of programs, services and/or products as contemplated by this Agreement; Franchisee's offer, sale and/or delivery of securities, equity interests or other ownership interests in Franchisee or the franchised ENGEL & VÖLKERS office or business of Franchisee; all activities, conduct and representations which Franchisee may engage in

Source: Item 22 — CONTRACTS (FDD page 88)

What This Means (2025 FDD)

According to Engel & Volkers' 2025 Franchise Disclosure Document, the franchise agreement includes an indemnification clause that requires the franchisee to defend, reimburse, and hold harmless Engel & Volkers and its affiliates. This means the franchisee is responsible for covering Engel & Volkers' losses, liabilities, and costs related to various claims and actions.

The franchisee's indemnification extends to a wide range of situations, including actions or omissions by the franchisee, its employees, or sales advisors, related to the operation of the Engel & Volkers Residential Real Estate Brokerage. It also covers issues related to the establishment, construction, ownership, and operation of the franchised business, including injuries, property damage, and crimes occurring at the premises. This obligation also extends to claims that Engel & Volkers is the employer or co-employer of the franchisee or its staff.

This indemnification obligation also applies to liabilities arising from statements, representations, or warranties the franchisee makes to any proposed assignee during a franchise transfer. It further covers claims of fraud or violation of franchise laws related to the assignment. The obligation to indemnify Engel & Volkers survives the termination or expiration of the franchise agreement.

In addition, the franchisee must assist Engel & Volkers in defending against any allegation that Engel & Volkers is the employer, joint employer, or co-employer of the franchisee or its employees. This includes appearing at venues requested by Engel & Volkers to testify on their behalf and preparing affidavits. If the franchisee's appearance is required in an investigation where Engel & Volkers is the only named party, Engel & Volkers will cover the franchisee's reasonable costs, including travel, lodging, meals, and per diem salary.

Disclaimer: This information is extracted from the 2025 Franchise Disclosure Document and is provided for research purposes only. It does not constitute legal or financial advice. Consult with a franchise attorney before making any investment decisions.