What is the scope of Camp Margaritaville's franchisor's indemnification obligations regarding the franchisee's use of Sub-Licensed Trade Dress and Margaritaville Artwork?
Camp_Margaritaville Franchise · 2025 FDDAnswer from 2025 FDD Document
terial respect when made and has or will adversely affect the interest of the Franchisor;
- (e) Franchisee's negligence, gross negligence, knowingly willful misconduct, or fraud;
- (f) any data breach or failure to secure Guest Profile Data in compliance with Applicable Law;
- (g) any breach, failure, or incidence of non-compliance with PCI Security Standards; or
- (h) personal injuries or losses occurring on the premises of the Resort.
Section 10.02 Indemnification by Franchisor. Franchisor shall defend, indemnify, and hold harmless Franchisee and its Affiliates and their respective owners, members, partners, trustees, beneficiaries, directors, officers, employees and agents, and the successors and assigns of each of the foregoing (collectively, the "Franchisee Indemnified Parties") for, from and against any and all Third-Party Claims if and to the extent arising out of:
- (a) any Event of Default by Franchisor;
Source: Item 23 — RECEIPTS (FDD pages 72–406)
What This Means (2025 FDD)
According to Camp Margaritaville's 2025 Franchise Disclosure Document, the franchisor has specific obligations to defend, indemnify, and hold harmless the franchisee and its affiliates against third-party claims arising from certain circumstances.
Specifically, Camp Margaritaville will indemnify the franchisee for claims arising from the infringement or alleged infringement of another's intellectual property rights. This protection applies when the franchisee uses the Sub-Licensed Trade Dress and Margaritaville Artwork in accordance with the franchise agreement, provided that the artwork was created or provided by or on behalf of the franchisor. This means that if a third party claims that the franchisee's use of the franchisor-provided trade dress or artwork infringes on their intellectual property rights, Camp Margaritaville will cover the franchisee's defense and any resulting losses.
This indemnification is contingent on the franchisee using the Sub-Licensed Trade Dress and Margaritaville Artwork as specified in the franchise agreement. It is also limited to situations where the franchisor or its representatives created or provided the intellectual property in question. The franchisee is entitled to the timely appointment of counsel by the franchisor for the defense of any third-party claim, subject to the franchisee's approval of the counsel.