What responsibility does a Best Western member have regarding loss or damage to Best Western equipment?
Best_Western Franchise · 2025 FDDAnswer from 2025 FDD Document
Member shall indemnify, defend, and hold harmless Best Western and its subsidiaries and affiliates and its and their respective directors, officers, employees, agents, representatives, insurers, and other Members (hereinafter collectively referred to as "Indemnitees" and individually referred to as "Indemnitee"), from any and all claims, demands, suits, actions, proceedings, losses, liabilities, penalties, causes of action, and damages of every kind and description, including but not limited to any attorneys' fees and costs and expenses (hereinafter collectively referred to as "Losses" and individually referred to as "Loss"), whether or not a lawsuit or other type of action is filed, which may be brought, made, alleged, or claimed by a third party arising out of (or contributed to, in whole or in part, by reason of) any alleged act, omission, fault, mistake, wrongdoing, or negligence of Member or its directors, officers, employees, agents, representatives, or contractors, in connection with, relating to, or incident to the use, condition, or operation of the Property. For the avoidance of doubt, this shall include but is not limited to Losses arising out of, in connection with, relating to, or incident to: (a) Member's (or its directors', officers', employees', agents', representatives', or contractors') failure to comply with applicable law; (b) workers' compensation claims, unemployment disability compensation claims, or discrimination or other employmentrelated claims of employees or contractors of Member; (c) breach of contract claims, data privacy claims, PCI-DSS claims, consumer deception claims, or tort claims; and (d) infringement related to intellectual property rights (e.g., patent, trademark, copyright). Member shall not settle any Loss against an Indemnitee without the Indemnitee's prior written consent.
O. Attorneys' Fees
In the event that Member breaches any obligation to Best Western, Member is liable to Best Western for all attorneys' fees, costs and expenses incurred by Best Western in connection with the breach or violation, whether or not suit is filed.
Source: Item 23 — Receipts (FDD pages 108–413)
What This Means (2025 FDD)
According to Best Western's 2025 Franchise Disclosure Document, members have a responsibility to indemnify Best Western and its affiliates from losses, which can include damages, resulting from their actions or omissions related to the use, condition, or operation of the property. This means that if a third party brings a claim against Best Western due to something the member or their employees did (or didn't do) that caused loss or damage, the member is responsible for defending and protecting Best Western from those claims. This includes covering legal fees, costs, and any other expenses associated with the claim, regardless of whether a lawsuit is filed.
In practical terms, if a Best Western member's negligence leads to damage involving Best Western equipment, the member is financially responsible for covering the associated losses. For example, if a hotel employee improperly uses Best Western-provided equipment, leading to its damage and subsequent injury to a guest, the member would be liable for the resulting claims. This indemnification extends to various types of claims, including failure to comply with laws, workers' compensation claims, breach of contract claims, and intellectual property infringement.
It is important to note that the Best Western member cannot settle any claim against Best Western without the prior written consent of Best Western. This provision ensures that Best Western maintains control over the handling of claims that could impact its reputation or financial interests. This requirement is fairly standard in franchising, as franchisors need to protect their brand and system standards.
Furthermore, if a Best Western member breaches any obligation to Best Western, the member is liable for all attorneys' fees, costs, and expenses incurred by Best Western in connection with the breach, regardless of whether a lawsuit is filed. This underscores the importance of adhering to the terms of the franchise agreement and all obligations to Best Western.