What happens to the Baymont Inn Suites Franchise Agreement upon transfer of the Facility?
Baymont_Inn_Suites Franchise · 2025 FDDAnswer from 2025 FDD Document
curred by the Indemnitee if your insurer or you do not assume defense of the Indemnitee promptly when requested, or separate counsel is appropriate, in our discretion, because of actual or potential conflicts of interest. We must approve any resolution or course of action in a matter that could directly or indirectly have any adverse effect on us or the Chain, or could serve as a precedent for other matters.
- 8.3 We will indemnify, defend and hold you harmless, to the fullest extent permitted by law, from and against all Losses and Expenses incurred by you in any action or claim arising from your proper use of the System alleging that your use of the System and any property we license to you is an infringement of a third party's rights to any trade secret, patent, copyright, trademark, service mark or trade name. You will promptly notify us in writing when you become aware of any alleged infringement or an action is filed against you. You will cooperate with our 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.
9. Your Assignments, Transfers and Conveyances.
- 9.1 Transfer of the Facility. This Agreement is personal to you (and your owners if you are an entity). We are relying on your experience, skill and financial resources (and that of your owners and the guarantors, if any) to sign this Agreement with you. You may finance the Facility and grant a lien, security interest or encumbrance on it (but not in this Agreement) without notice to us or our consent. If a Transfer is to occur, the transferee or you must comply with Section 9.3. Your Franchise is subject to Termination when the Transfer occurs. The Franchise is not transferable to your transferee, who has no right or authorization to use the System and the Marks when you transfer ownership or possession of the Facility. The transferee may not operate the Facility under the System, and you are responsible for performing the post-Termination obligations in Section 13. You and your owners may assign, pledge, transfer, delegate, or grant a security interest in all or any of your rights, benefits and obligations under this Agreement, as security or otherwise, only with our prior written consent and after you comply with Sections 9.3 and 9.6. As a condition of our consent, if your interest in this Agreement is proposed as the collateral of a security interest, then we may require that you and your lender execute a comfort letter in the form described in our then-current disclosure document and that you pay our then-current fee for processing such a request. Transactions involving Equity Interests that are not Equity Transfers do not require our consent and are not Transfers.
Source: Item 23 — RECEIPTS (FDD pages 97–443)
What This Means (2025 FDD)
According to Baymont Inn Suites's 2025 Franchise Disclosure Document, the Franchise Agreement is personal to the franchisee and is subject to termination when a transfer of the facility occurs. The franchise is not transferable to the new owner, who does not have the right to use the Baymont Inn Suites system or marks. The original franchisee remains responsible for post-termination obligations.
To transfer the facility, the transferee or the franchisee must comply with specific requirements. The transferee needs to complete an application, meet the franchisor's qualifications, provide supporting documents, pay the application and relicensing fees, sign the current Franchise Agreement for conversions, and agree to renovate the facility to meet system standards. Baymont Inn Suites will provide a Property Improvement Plan (PIP) after receiving the transferee's application.
Baymont Inn Suites may require structural changes to the facility to meet current system standards for conversion facilities. Alternatively, they may approve the transfer but limit the transferee's term to the remaining term of the original agreement or add a termination right exercisable by either party after a certain period. The consent to the transaction is only effective once all conditions are met. If Baymont Inn Suites does not approve the transfer, they may allow the franchisee to terminate the franchise upon the sale of the facility, subject to liquidated damages as per Section 12.1, payable upon transfer of possession.
Any transfer attempt without prior consent from Baymont Inn Suites will be considered void between the franchisee and Baymont Inn Suites. The franchisee will remain liable for payments and performance under the agreement until it is terminated, all financial obligations are fulfilled, and all Baymont Inn Suites identification is removed from the facility.