Under the Engel & Volkers franchise agreement, what happens to obligations like indemnification upon termination or expiration?
Engel_Volkers Franchise · 2025 FDDAnswer from 2025 FDD Document
Franchisee expressly agrees that its obligation to indemnify and hold harmless Franchisor and the other indemnitees under Section 17 of this Agreement extends to and embraces liabilities arising from or relating to, directly or indirectly, any statements, representations or warranties that Franchisee may give to or receive from any proposed assignee and/or any claim that Franchisee (and, if Franchisee is a business entity, its owners, management or staff members) or its assignee engaged in fraud, deceit, violation of franchise laws or other illegality in connection with the negotiation or consummation of the assignment. As with all other indemnification obligations set forth in this Agreement, this specific indemnification obligation will survive the termination or expiration of this Agreement.
Source: Item 22 — CONTRACTS (FDD page 88)
What This Means (2025 FDD)
According to Engel & Volkers's 2025 Franchise Disclosure Document, the franchisee's obligation to indemnify and hold harmless Engel & Volkers and other indemnitees under Section 17 of the agreement extends to liabilities arising from statements, representations, or warranties the franchisee provides to a proposed assignee. This also covers any claims that the franchisee or its assignee engaged in fraud, deceit, violation of franchise laws, or other illegality during the assignment negotiation or completion.
Specifically, this indemnification obligation survives the termination or expiration of the Engel & Volkers Franchise Agreement. This means that even after the franchise agreement ends, the franchisee remains responsible for covering losses or damages resulting from the aforementioned liabilities.
This is a significant point for prospective Engel & Volkers franchisees to consider. It means that even after the franchise term is over, they could still be held financially responsible for certain actions or liabilities that occurred during the franchise operation, particularly those related to the transfer or assignment of the franchise.