Under what circumstances is a Camp Margaritaville franchisee required to defend, indemnify, and hold harmless the Franchisor Indemnified Parties?
Camp_Margaritaville Franchise · 2025 FDDAnswer from 2025 FDD Document
Section 10.01 Indemnification by Franchisee. Franchisee shall defend, indemnify, and hold harmless Franchisor 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 "Franchisor Indemnified Parties") for, from and against any and all Third-Party Claims, including the commercially reasonable costs of De-Branding Actions if and to the extent arising out of:
- (a) any Event of Default by Franchisee;
- (b) any act or omission of the Management Company for the construction, development, or operation of the Resort, including any claim or allegation relating to any violation of Applicable Law;
- (c) the infringement or alleged infringement of rights of third parties, as a result of the use of anything created or provided by Franchisee and/or the use of the Franchisee Intellectual Property as provided hereunder, except as otherwise provided in Section 10.02(b);
- (d) any material representation or material warranty made by Franchisee in the application submitted to Franchisor, in this Agreement that proves to be materially incorrect in any material 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.
Source: Item 23 — RECEIPTS (FDD pages 72–406)
What This Means (2025 FDD)
According to Camp Margaritaville's 2025 Franchise Disclosure Document, the franchisee must defend, indemnify, and hold harmless the Franchisor Indemnified Parties under specific circumstances related to third-party claims. These Franchisor Indemnified Parties include Camp Margaritaville and its Affiliates, along with their respective owners, members, partners, trustees, beneficiaries, directors, officers, employees, agents, and the successors and assigns of each of the foregoing.
The franchisee's indemnification obligations extend to any Third-Party Claims arising from several key areas. These include any Event of Default by the franchisee, any act or omission of the Management Company during the construction, development, or operation of the Resort (including violations of Applicable Law), and the infringement or alleged infringement of third-party rights due to the use of anything created or provided by the franchisee, or the use of the Franchisee Intellectual Property.
Additionally, indemnification is required for any material misrepresentation or warranty made by the franchisee in their application or in the Franchise Agreement that proves to be materially incorrect and adversely affects Camp Margaritaville's interests. It also covers situations involving the franchisee's negligence, gross negligence, knowingly willful misconduct, or fraud, as well as any data breach or failure to secure Guest Profile Data in compliance with Applicable Law, any breach or non-compliance with PCI Security Standards, and personal injuries or losses occurring on the premises of the Resort. These obligations highlight the franchisee's responsibility to operate the Camp Margaritaville location in a manner that complies with all applicable laws and standards, and to protect the interests of the franchisor.