Does the Engel & Volkers indemnity clause cover claims related to bankruptcy proceedings?
Engel_Volkers Franchise · 2025 FDDAnswer from 2025 FDD Document
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 indemnity clause does cover claims related to bankruptcy proceedings. Engel & Volkers franchisees must defend, reimburse, and hold harmless Engel & Volkers and its affiliates against all claims, losses, liabilities, and costs incurred in connection with any judicial, administrative, or arbitration action or proceeding, including bankruptcy, insolvency, debtor/creditor, or similar proceedings. This obligation extends to any suit, claim, demand, investigation, or formal or informal inquiry that arises out of or is related to the franchisee's entry into the franchise agreement or the operation of the Engel & Volkers Residential Real Estate Brokerage.
The indemnity extends to actions or omissions committed by the franchisee, its affiliates, employees, contractors, or Sales Advisors. It also includes the establishment, construction, ownership, and operation of the franchised business, encompassing any personal injury, death, property damage, or loss suffered by customers, visitors, managers, operators, suppliers, employees, contractors, or guests of the franchised Engel & Volkers office. The clause also covers crimes committed on or near the premises or facilities of the franchisee's business and any acts, errors, neglects, or omissions related to the design, construction, or operation of the franchised office.
This broad indemnity means that Engel & Volkers franchisees are responsible for a wide range of potential liabilities, including those arising from bankruptcy proceedings. However, the indemnity does not extend to liability associated with Engel & Volkers' gross negligence, willful misconduct, or criminal acts, unless joint liability is involved, in which case the indemnification applies to any comparative or contributory negligence attributable to the franchisee. Franchisees should carefully review this section of the Franchise Agreement with legal counsel to fully understand the scope of their indemnification obligations and the potential financial risks involved.