Under what circumstances will Baymont Inn Suites indemnify a franchisee against claims of infringement?
Baymont_Inn_Suites Franchise · 2025 FDDAnswer from 2025 FDD Document
We will indemnify, defend and hold you harmless, to the fullest extent permitted by law, from and against all Losses and Expenses, you incur in any action or claim alleging that your proper use of the System and any property we license to you, including the Copyrighted Materials or Confidential Information, is an infringement of a third party's rights to any trade secret, patent, copyright, trademark, service mark or trade name for as long as the Franchise Agreement is in full force and effect. You will cooperate with the 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.
Source: Item 14 — PATENTS, COPYRIGHTS AND PROPRIETARY INFORMATION (FDD pages 78–79)
What This Means (2025 FDD)
According to Baymont Inn Suites's 2025 Franchise Disclosure Document, Baymont Inn Suites will indemnify, defend, and hold a franchisee harmless against losses and expenses incurred from actions or claims alleging infringement of a third party's rights. This protection applies to the franchisee's proper use of the Baymont Inn Suites System and any property licensed to them, including Copyrighted Materials or Confidential Information. This indemnification is valid as long as the Franchise Agreement remains in full force and effect.
To receive this protection, the franchisee must cooperate with Baymont Inn Suites in the defense and resolution of any such claim. Baymont Inn Suites has the option to resolve the matter by obtaining a license for the franchisee to use the property in question at Baymont Inn Suites's expense. Alternatively, Baymont Inn Suites may require the franchisee to discontinue using the infringing property or modify its use to avoid infringing the rights of others.
This type of indemnification is a fairly standard practice in franchising. It protects franchisees from intellectual property claims arising from their use of the franchisor's system. However, it's important to note that the protection is contingent on the franchisee's proper use of the system and cooperation with Baymont Inn Suites in resolving any claims. Franchisees should carefully review the terms of the Franchise Agreement to fully understand the scope and limitations of this indemnification.