What is the duration of Baymont Inn Suites' obligation to indemnify a franchisee against infringement claims?
Baymont_Inn_Suites Franchise · 2025 FDDAnswer from 2025 FDD Document
We will indemnify, defend and hold you harmless, to the fullest extent permitted by law, from and against all Losses and Expenses, you incur in any action or claim alleging that your proper use of the System and any property we license to you, including the Copyrighted Materials or Confidential Information, is an infringement of a third party's rights to any trade secret, patent, copyright, trademark, service mark or trade name for as long as the Franchise Agreement is in full force and effect. You will cooperate with the defense and resolution of the claim. We may resolve the matter by obtaining a license of the property for you at our expense, or by requiring that you discontinue using the infringing property or modify your use to avoid infringing the rights of others.
Source: Item 14 — PATENTS, COPYRIGHTS AND PROPRIETARY INFORMATION (FDD pages 78–79)
What This Means (2025 FDD)
According to Baymont Inn Suites's 2025 Franchise Disclosure Document, Baymont Inn Suites will indemnify, defend, and hold the franchisee harmless against losses and expenses incurred due to claims alleging infringement of a third party's rights. This protection applies to the franchisee's proper use of the Baymont Inn Suites system and any licensed property, including copyrighted materials or confidential information. This obligation remains in effect for as long as the Franchise Agreement is in full force.
This means that Baymont Inn Suites franchisees are protected from financial losses resulting from legal claims of intellectual property infringement related to their use of the Baymont Inn Suites system. This indemnification covers various forms of intellectual property, including trade secrets, patents, copyrights, trademarks, service marks, and trade names. However, this protection is contingent upon the Franchise Agreement being active and the franchisee properly using the system.
The franchisee is required to cooperate with Baymont Inn Suites in the defense and resolution of any such claim. Baymont Inn Suites has the option to resolve the issue by securing a license for the franchisee at its own expense or by requiring the franchisee to discontinue using the infringing property or modify its use to avoid infringement. This clause provides a significant benefit to the franchisee, as it shifts the burden of dealing with infringement claims to Baymont Inn Suites.
It is important for prospective franchisees to understand the scope and limitations of this indemnification. While it offers protection against infringement claims, it also requires the franchisee to adhere to the terms of the Franchise Agreement and cooperate with Baymont Inn Suites in resolving any disputes. Franchisees should also be aware that Baymont Inn Suites has the right to control the defense and resolution of these claims, which may involve discontinuing the use of certain property or modifying its use.