What obligations survive the termination date of the Baymont Inn Suites Franchise Agreement?
Baymont_Inn_Suites Franchise · 2025 FDDAnswer from 2025 FDD Document
- (c) Effective on the Termination Date, all software licenses granted to you by us will terminate. You will then cease to use any property management system software we provided to you, and we and our affiliates will have no further obligation to provide any hardware or software maintenance services to you. You have no further right to obtain any information about guests of the Facility that we maintain in our enterprise data warehouse.
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- Audit Rights. Notwithstanding the Termination Date, we retain the right to perform audits of the Facility's books and records for a period of two years after the Termination Date. You acknowledge that your audit and record keeping obligations under the Franchise Agreement survive until the expiration of the two-year period. You agree promptly to pay or contest in good faith any audit assessment we issue if we determine that any additional Recurring Fees or other amounts may be due to us as a result of the audit. Your obligations under this Section terminate at the end of the two-year audit period.
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- Representations and Warranties. You and each Guarantor represent and warrant to us that: (a) you have reported the Gross Room Revenues of the Facility accurately and correctly calculated the fees due during the Term of the Franchise Agreement; (b) after the Termination Date, neither your nor any Guarantor will retain possession of any Confidential Materials we provided to you; (c) you, each Guarantor, and your respective agents have not disclosed or made unauthorized copies of any Confidential Materials in violation of the Franchise Agreement; (d) no consent of any third party is required to enter into or perform this Agreement; (e) neither your nor any Guarantor has filed a lawsuit or arbitration demand against us, our direct and indirect parent companies or affiliates; (f) neither you nor any Guarantor is the subject of any pending bankruptcy, receivership, composition, assignment, or similar proceeding; (g) you have obtained the necessary authorization to execute and perform this Agreement; and (h) the persons negotiating and executing this Agreement on your behalf have been duly authorized by your owners and your governance board to do so.
Source: Item 23 — RECEIPTS (FDD pages 97–443)
What This Means (2025 FDD)
According to the 2025 Baymont Inn Suites Franchise Disclosure Document, several obligations extend beyond the termination date of the Franchise Agreement. Baymont Inn Suites retains the right to audit the franchisee's books and records for two years following the termination date, and the franchisee's obligations regarding record keeping and audit cooperation continue during this period. The franchisee is responsible for promptly paying or contesting any audit assessments issued by Baymont Inn Suites if additional fees are determined to be due.
Furthermore, the franchisee and any guarantors must continue to honor certain representations and warranties made during the term of the Franchise Agreement. These include ensuring the accuracy of reported Gross Room Revenues and correctly calculating fees, confirming that no Confidential Materials are retained or disclosed after termination, and affirming that there are no pending lawsuits or bankruptcy proceedings against Baymont Inn Suites. These obligations ensure that Baymont Inn Suites can protect its interests and proprietary information even after the franchise relationship ends.
Upon termination, all software licenses granted to the franchisee by Baymont Inn Suites will terminate, and the franchisee must cease using any property management system software provided by Baymont Inn Suites. Baymont Inn Suites and its affiliates will no longer be obligated to provide hardware or software maintenance services, and the franchisee loses the right to access guest information maintained by Baymont Inn Suites. These provisions are typical in franchise agreements to ensure a clean break and prevent unauthorized use of the franchisor's systems and data after termination.