Is a Baymont Inn Suites franchisee obligated to indemnify Baymont Inn Suites for Baymont Inn Suites' own intentional misconduct?
Baymont_Inn_Suites Franchise · 2025 FDDAnswer from 2025 FDD Document
6.1 Indemnification. In addition to your indemnification obligations set forth in the
Agreement, you shall indemnify, defend and hold harmless us, our Affiliates, successors and assigns and each of the respective directors, officers and employees associated with them against all claims of employees, agents, guests, and all other persons and entities, arising out of the Products and/or Services (including the Oracle Products and/or Services), including, but not limited to, your failure to comply with this Schedule (which for purposes of clarity shall be deemed to include the Service Specifications). We shall not be liable to you or any other Third Party, person or entity for personal injury or property loss, including but not limited to, damage to the Facility. You are not obligated to indemnify us for our own negligence or our intentional misconduct.
Source: Item 22 — CONTRACTS (FDD pages 96–97)
What This Means (2025 FDD)
According to the 2025 Baymont Inn Suites Franchise Disclosure Document, a franchisee is generally not obligated to indemnify Baymont Inn Suites for its own intentional misconduct. This protection is specified within the context of indemnification clauses found in certain attachments or schedules to the franchise agreement, such as the Mobile Operating Platform Attachment and the Oracle Products and/or Services Attachment.
Specifically, the FDD states that while franchisees are typically required to indemnify Baymont Inn Suites against claims from employees, agents, guests, and other parties arising from the franchisee's operations, this obligation does not extend to situations where the claims arise from Baymont Inn Suites' own negligence or intentional misconduct. This means that if a claim or liability arises directly from Baymont Inn Suites' actions, the franchisee is not responsible for covering Baymont Inn Suites' losses, legal fees, or other related expenses.
This provision offers a degree of protection for Baymont Inn Suites franchisees, ensuring they are not held liable for issues stemming directly from the franchisor's actions. However, it's important to note that this protection is specifically mentioned in relation to certain attachments and schedules. Franchisees should carefully review the entire franchise agreement and all related documents to fully understand the scope of their indemnification obligations and the limitations thereof.
Prospective Baymont Inn Suites franchisees should confirm that this protection extends across all relevant agreements and schedules, and seek clarification from Baymont Inn Suites regarding any circumstances under which they might be required to indemnify the franchisor. Understanding these obligations is crucial for assessing the potential financial risks associated with the franchise.