What is the exception to the Camp Margaritaville licensee's indemnification obligation regarding intellectual property infringement claims?
Camp_Margaritaville Franchise · 2025 FDDAnswer from 2025 FDD Document
Licensee shall defend, indemnify, and hold Licensor, and its Affiliates, and their respective officers, directors, employees, agents, attorneys, heirs, members, successors, parents and assigns of the foregoing, harmless against and in respect of any and all losses arising from any and all third-party actions, suits, proceedings, demands, assessments, judgments, costs and expenses (including reasonable attorneys' fees and expenses) arising out of Licensee's use or sublicense of the Margaritaville Intellectual Property, including, without limitation, injury, wrongful death, negligence or battery claims by customers of the Resort, except claims by a third party, based on facts or circumstances not otherwise disclosed in Schedule 2 of the Trademark Agreements, that use of the Margaritaville Intellectual Property pursuant to the terms of this Agreement infringes or otherwise violates a third party's intellectualproperty rights
Source: Item 23 — RECEIPTS (FDD pages 72–406)
What This Means (2025 FDD)
According to the 2025 Camp Margaritaville FDD, a licensee is generally required to defend, indemnify, and hold the licensor harmless from third-party claims related to the licensee's use of Margaritaville Intellectual Property. This includes various types of claims such as injury, wrongful death, negligence, or battery claims made by resort customers.
However, there is an exception to this indemnification obligation. Camp Margaritaville licensees are not required to indemnify the licensor for claims by a third party that are based on facts or circumstances not disclosed in Schedule 2 of the Trademark Agreements, asserting that the use of the Margaritaville Intellectual Property infringes or violates a third party's intellectual property rights.
In simpler terms, if a claim of intellectual property infringement arises from information that Camp Margaritaville did not disclose in Schedule 2 of the Trademark Agreements, the licensee is not responsible for covering the licensor's losses. This shifts the responsibility to the licensor for issues arising from undisclosed information related to intellectual property rights.