Under the Remax indemnification agreement, what specifically triggers the vendor's obligation to indemnify MLS and related parties?
Remax Franchise · 2025 FDDAnswer from 2025 FDD Document
You shall be solely and exclusively responsible for any fines, taxes, costs, expenses, damages, loss or liability, of any kind or nature, arising out of any suits, actions, proceedings, claims or counterclaims, regardless of whether you were named or served in the matter relating to or arising out of your business or the operation of the Franchise (collectively "Claims"), including but not limited to, any acts or omissions of you, your Owners, employees or Sales Associates, or the operation of the Office, and including but not limited to (i) your alleged failure to comply with applicable laws and/or this Agreement, including but not limited to your de-identification obligations pursuant to Subsection 14.B; (ii) any Claim that REMAX Regional, REMAX, LLC or any of the Related Parties are a joint employer with you for any reason; and (iii) allegations that REMAX Regional, REMAX, LLC or its Related Parties were negligent or failed to train or supervise you, your Owners, or your Sales Associates, even if any Claims are brought or filed after transfer, termination or expiration of this Agreement or Abandonment of the Office. You agree to indemnify, defend and hold us and REMAX, LLC, and each of our and their Related Parties and our and their respective officers, directors, employees and shareholders harmless from and against, and to reimburse us and them for, all such fines, taxes, costs, expenses, damages, loss or liability for which we or they are held liable or which we or they incur in connection with any Claims, including, without limitation, actual and consequential damages, attorneys', accountants', and expert witness fees, cost of investigation and proof of facts, court costs, other litigation expenses and travel and living expenses. You agree to waive all rights of subrogation against REMAX Regional, REMAX, LLC, each of our and their Related Parties, and our and their respective officers, directors, employees and shareholders. REMAX Regional and REMAX, LLC have the right to defend any Claims and, in connection therewith, to retain legal counsel of our or their choice and bill you for all costs and attorneys' fees incurred for any Claim originating from the acts/omissions of you, your Owners, employees, or Sales Associates, which costs and fees you
Source: Item 22 — Contracts (FDD pages 108–334)
What This Means (2025 FDD)
Based on the 2025 Remax Franchise Disclosure Document, the franchisee is responsible for covering any costs related to claims arising from their business operations. This includes any fines, taxes, costs, expenses, damages, loss, or liability resulting from suits, actions, proceedings, claims, or counterclaims, regardless of whether the franchisee was directly involved. These claims are broadly defined as those relating to or arising out of the franchisee's business or the operation of the franchise.
The franchisee's responsibility extends to the actions or omissions of the franchisee, their owners, employees, or sales associates, as well as the operation of the office itself. Specific examples of claims that trigger the indemnification obligation include the franchisee's alleged failure to comply with applicable laws or the franchise agreement, claims that Remax Regional, Remax, LLC, or any related parties are joint employers with the franchisee, and allegations that Remax Regional, Remax, LLC, or its related parties were negligent or failed to train or supervise the franchisee, their owners, or their sales associates. This obligation remains even if claims are brought after the agreement terminates or the office is abandoned.
The franchisee must defend and hold Remax, LLC, its related parties, officers, directors, employees, and shareholders harmless from any such claims. This includes reimbursing them for all associated costs, including actual and consequential damages, attorneys', accountants', and expert witness fees, investigation costs, court costs, and travel expenses. The franchisee also waives all rights of subrogation against Remax Regional, Remax, LLC, their related parties, and their respective officers, directors, employees, and shareholders. Remax Regional and Remax, LLC, have the right to defend any claims and bill the franchisee for all associated costs and attorneys' fees arising from the actions or omissions of the franchisee, their owners, employees, or sales associates.