Under the Baymont Inn Suites Franchise Agreement, what is the Franchisee's obligation regarding indemnification of the Franchisor against claims from the Lender arising from the Franchisee's breach related to the TPA?

According to the 2025 Baymont Inn Suites Franchise Disclosure Document, the franchisee has specific indemnification obligations related to the TPA (Third Party Agreement). The franchisee acknowledges that Baymont Inn Suites will be indemnified and held harmless by the franchisee and each guarantor against any claim, liability, judgment, settlement, cause of action, and damage award in favor of the lender against Baymont Inn Suites. This indemnification applies if the claim arises from or relates to the franchisee's breach of the TPA request or the TPA itself.

This indemnification is subject to the indemnification provision of the Franchise Agreement, meaning that the specific terms and conditions outlined in the general indemnification clause of the agreement will govern this specific instance. The franchisee's indemnification obligation is considered partial consideration from the franchisee for Baymont Inn Suites to review the TPA request and to offer and issue the TPA.

In practical terms, this means that if the lender makes a claim against Baymont Inn Suites due to the franchisee's failure to meet their obligations under the TPA, the franchisee is responsible for covering Baymont Inn Suites's losses, including legal fees, settlement costs, and any judgments. This obligation is a significant financial responsibility for the franchisee and any guarantors, highlighting the importance of fully understanding and complying with the terms of both the TPA request and the TPA itself. Prospective franchisees should carefully review the indemnification provisions in the Franchise Agreement and seek legal counsel to fully understand their potential liabilities.