Under what circumstances are Baymont Inn Suites franchisees required to indemnify Baymont Inn Suites and its affiliates?
Baymont_Inn_Suites Franchise · 2025 FDDAnswer from 2025 FDD Document
6. INDEMNIFICATION AND DAMAGE LIMITATION.
6.1 Indemnification. In addition to the 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 MOP 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 EULA). 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.
Indemnification. Any provision in the franchise agreement or related agreements requiring the franchisee to indemnify, reimburse, defend, or hold harmless the franchisor or other parties is hereby modified such that the franchisee has no obligation to indemnify, reimburse, defend, or hold harmless the franchisor or any other indemnified party for losses or liabilities to the extent that they are caused by the indemnified party's negligence, willful misconduct, strict liability, or fraud.
Source: Item 22 — CONTRACTS (FDD pages 96–97)
What This Means (2025 FDD)
According to the 2025 Baymont Inn Suites Franchise Disclosure Document, franchisees are generally required to indemnify, defend, and hold harmless Baymont Inn Suites, its affiliates, successors, assigns, and their respective directors, officers, and employees. This obligation extends to claims from employees, agents, guests, and other persons or entities arising from the products and/or services provided by the franchisee, including any failure to comply with the Mobile Operating Platform Attachment.
However, the FDD also stipulates some limitations to this indemnification. Specifically, Baymont Inn Suites franchisees are not obligated to indemnify Baymont Inn Suites for its own negligence or intentional misconduct. Furthermore, a Washington addendum modifies the standard agreement such that franchisees are not required to indemnify Baymont Inn Suites for losses or liabilities caused by Baymont Inn Suites's negligence, willful misconduct, strict liability, or fraud.
These stipulations regarding indemnification are important for prospective franchisees to understand. Indemnification clauses can significantly impact a franchisee's financial liability, so it's crucial to be aware of the circumstances under which they may be responsible for covering losses or damages. The exceptions for negligence or misconduct on the part of Baymont Inn Suites provide some protection for franchisees, but it is essential to carefully review the franchise agreement and any addenda to fully understand the scope of these obligations and rights.