In the Remax referral agreement, what is the Receiving Broker/Agent required to do to protect BTRN from actions related to the Receiving Broker/Agent's participation in the BTRN program?
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 part of the MAX/Tech Lead Concierge Referral Agreement, the Receiving Broker/Agent is obligated to defend, indemnify, save, and hold BTRN (BTRN, LLC), 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. These actions, whether asserted or threatened, must arise from or be related to the Receiving Broker/Agent's participation in the BTRN program.
This indemnification extends to any breach of the agreement by the Receiving Broker/Agent, any TCPA (Telephone Consumer Protection Act) violations by the Receiving Broker/Agent, or any claims of a Referred Client being contacted by the Receiving Broker/Agent without proper consent. It also covers any RESPA (Real Estate Settlement Procedures Act) violations by the Receiving Broker/Agent. This means the Receiving Broker/Agent takes on the responsibility for any legal or financial repercussions resulting from these specific actions or failures.
Furthermore, the Receiving Broker/Agent cannot settle any action without BTRN's consent. BTRN has the right to participate in the defense or settlement of any such action at its own expense and with counsel of its choosing. BTRN can also elect to undertake its own defense and settlement of any action by providing written notice to the Receiving Broker/Agent, in which case the Receiving Broker/Agent's defense obligations with respect to that specific action will be excused.