Under what circumstances is a Remax customer required to indemnify Licensor?
Remax Franchise · 2025 FDDAnswer from 2025 FDD Document
- 8.2 Indemnification by Licensor.
Licensor shall indemnify, hold harmless, and, at Customer's option, defend Customer and Authorized Users from and against any Losses that are asserted against, imposed on, or incurred or suffered by Customer or any Authorized User based on or arising out of Licensor's (or any affiliate of Licensor's): (i) negligence or more culpable acts or omissions; (ii) violation of law or infringement, violation or misappropriation of any intellectual property right or other right of any person, entity or estate; or (iii) breach of this Agreement, provided that Licensor may not settle any claim against Customer or any Authorized User unless such settlement completely and forever releases Customer and such Authorized Users from all liability with respect to such claim or unless Customer and, if applicable, the Authorized Users consent to such settlement.
Source: Item 22 — Contracts (FDD pages 108–334)
What This Means (2025 FDD)
Based on the 2025 Remax Franchise Disclosure Document excerpts provided, it appears the document outlines the circumstances under which the Licensor (RE/MAX) would indemnify the customer, but it does not detail any reciprocal obligations for the customer to indemnify the Licensor. The document specifies situations where RE/MAX would protect the customer from losses, such as those arising from RE/MAX's negligence, violation of laws, intellectual property infringement, or breach of the agreement. However, there is no mention of when the customer would be required to indemnify RE/MAX.
A prospective Remax franchisee should carefully examine the full franchise agreement to understand their potential indemnification responsibilities. It is essential to know under what conditions a franchisee might be liable to cover the Licensor's losses or legal costs. This could include situations related to the franchisee's operational conduct, marketing activities, or contractual breaches.
To gain a comprehensive understanding, a potential franchisee should ask RE/MAX for specific details regarding the franchisee's indemnification obligations. This includes clarifying what actions or omissions by the franchisee could trigger the need for indemnification, the types of losses covered, and any limitations on the franchisee's liability. Understanding these obligations is crucial for assessing the financial risks associated with the franchise.