In the context of the Remax referral program, what actions is the Receiving Broker/Agent required to take to indemnify BTRN, its affiliates, and their respective officers?
Remax Franchise · 2025 FDDAnswer from 2025 FDD Document
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- INDEMNIFICATION Receiving Broker/Agent shall defend, indemnify, save and hold BTRN, its affiliates, and their respective officers, directors, employees, managers, members, owners, contractors, representatives, successors and assigns harmless from any and all actions, judgments, damages, demands, liabilities, losses, costs and claims, including reasonable attorney's fees, whether asserted or threatened (collectively, any "Actions") that arise from or are related to (i) Receiving Broker/Agent's participation in the BTRN program; (ii) breach of this Agreement by Receiving Broker/Agent; (iii) any TCPA violations by Receiving Broker/Agent or any claims of a Referred Client being contacted by Receiving Broker/Agent without proper consent; or (iv) any RESPA violations by Receiving Broker/Agent.
BTRN shall have the right to participate in the defense or settlement of any such Action at its own expense and with counsel of its choosing.
Receiving Broker/Agent may not settle any Action without BTRN' consent and BTRN, by written notice to Receiving Broker/Agent, may elect to undertake its own defense and settlement of any Action; provided, however, in such event, Referred Client's defense obligations with respect to that Action (but not with respect to any other Action) will be deemed excused.
Source: Item 22 — Contracts (FDD pages 108–334)
What This Means (2025 FDD)
According to Remax's 2025 Franchise Disclosure Document, as a Receiving Broker/Agent in the BTRN referral program, you are required to defend, indemnify, save, and hold harmless BTRN, its affiliates, and their respective officers, directors, employees, managers, members, owners, contractors, representatives, successors, and assigns. This indemnification covers against any and all actions, judgments, damages, demands, liabilities, losses, costs, and claims, including reasonable attorney's fees. These are related to your participation in the BTRN program.
This obligation extends to any actions arising from your breach of the referral agreement, any Telephone Consumer Protection Act (TCPA) violations you commit, including claims of contacting a Referred Client without proper consent, or any Real Estate Settlement Procedures Act (RESPA) violations you commit. This means that if any of these situations occur, you are responsible for covering the costs and damages incurred by BTRN and related parties.
In practical terms, this means a Remax franchisee must ensure full compliance with all applicable laws and the terms of the referral agreement to avoid potential liabilities. It is crucial to obtain proper consent before contacting referred clients and to adhere strictly to RESPA regulations. Failure to do so could result in significant financial burdens due to legal claims and associated costs. Remax also has the right to participate in the defense or settlement of any such action at its own expense with counsel of its choosing. However, the Receiving Broker/Agent may not settle any action without BTRN's consent.