Does Baymont Inn Suites have any restrictions on assignments and subcontracts?
Baymont_Inn_Suites Franchise · 2025 FDDAnswer from 2025 FDD Document
he matter, including reasonable attorneys' fees, incurred 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.
- 9.2 Financing Documents. Neither you, nor any of your Equity Interest owners, shall represent in any proposed financing arrangement to any proposed lender or participant in a private or public investment offering that we or any of our affiliates are or shall be in any way responsible for your obligations or financial projections, if any, set forth in such financing arrangement or investment offering or that we or any of our affiliates are or shall be participating in such private or public investment offering. In addition, any proposed financing arrangement where the service mark "Baymont Inn & Suites" appears, or a reference to this Agreement appears, shall contain a disclaimer in bold face type substantially as follows: THE BORROWER IS A PARTY TO AN
AGREEMENT WITH BAYMONT FRANCHISE SYSTEMS, INC. TO OPERATE HOTELS USING THE SERVICE MARK "BAYMONT INN & SUITES." NEITHER BAYMONT FRANCHISE SYSTEMS, INC. NOR ITS AFFILIATES OWN ANY SUCH HOTELS OR ARE A PARTY TO THIS FINANCING AND HAVE NOT PROVIDED OR REVIEWED, AND ARE NOT RESPONSIBLE FOR, ANY DISCLOSURES OR OTHER INFORMATION SET FORTH HEREIN. Also, at least fifteen (15) days prior to closing such financing, you shall submit to us a written statement certifying that you have not misrepresented or overstated your relationship with us and our affiliates or your rights to use the Marks.
- 9.3 Conditions. We may condition and withhold our consent to a Transfer when required under this Section 9 until the transferee and you meet certain conditions;
Source: Item 17 — RENEWAL, TERMINATION, TRANSFER AND DISPUTE RESOLUTION (FDD pages 81–85)
What This Means (2025 FDD)
According to Baymont Inn Suites's 2025 Franchise Disclosure Document, the franchise agreement is personal to the franchisee, and Baymont Inn Suites relies on the franchisee's experience, skill, and financial resources. The franchisee can finance the Facility and grant a lien, security interest, or encumbrance on it without notice to or consent from Baymont Inn Suites. However, the franchise is subject to termination when a transfer occurs, and the franchise is not transferable to the transferee, who has no right to use the Baymont Inn Suites system and marks when the franchisee transfers ownership or possession of the Facility.
The franchisee and their owners may assign, pledge, transfer, delegate, or grant a security interest in their rights, benefits, and obligations under the agreement only with Baymont Inn Suites's prior written consent and after complying with specific conditions. Baymont Inn Suites may require a comfort letter from the franchisee and their lender and payment of a processing fee if the interest in the agreement is proposed as collateral for a security interest. Transactions involving equity interests that are not equity transfers do not require Baymont Inn Suites's consent and are not considered transfers.
Baymont Inn Suites may condition and withhold consent to a transfer until the transferee and the franchisee meet certain conditions, but will not unreasonably withhold, delay, or condition consent if the Facility is financed under a program guaranteed by the United States Small Business Administration (SBA). If a transfer is to occur, the transferee must complete and submit an application, qualify to be a franchisee, provide supporting documents, pay the application and relicense fees, sign the current form of Franchise Agreement for conversion transactions, and agree to renovate the Facility as if it were an existing facility converting to the System. Baymont Inn Suites will provide a required Property Improvement Plan (PIP) after receiving the transferee's application. Baymont Inn Suites may require structural changes to the Facility if it no longer meets System Standards for entering conversion facilities, or condition approval of the Transfer on limiting the transferee's term to the balance of the franchisee's Term, or adding a right to terminate without cause exercisable by either party after a period of time has elapsed. If Baymont Inn Suites does not approve the Transfer, it may allow the franchisee to terminate the Franchise when they sell the Facility and pay Liquidated Damages.