Under what circumstances is a Crowne Plaza client required to indemnify the FDSH Indemnitees?

According to the 2025 FDD, a Crowne Plaza licensee is required to indemnify FDSH Indemnitees under specific circumstances related to claims and losses. The licensee must indemnify the FDSH Indemnitees against third-party claims and all related losses if such claims result from or arise out of (a) a breach of the licensee's representations, warranties, or obligations set forth in the agreement; (b) any claims initiated by the licensee's affiliates or agents asserting rights under the agreement; or (c) gross negligence or willful misconduct of the licensee or their agents.

In addition to the above, the Crowne Plaza licensee also agrees to defend and hold FDSH Indemnitees harmless from and against third-party claims to the extent covering Excluded Claims brought against the FDSH Indemnitees, and all related losses. This means the franchisee bears the responsibility for legal defense and financial protection of the FDSH Indemnitees in these specific scenarios.

This indemnification clause is a standard practice in franchising, designed to protect the franchisor from liabilities arising from the franchisee's operations. However, the scope of indemnity can vary, and it is important for a prospective Crowne Plaza franchisee to understand the specific triggers and potential financial implications of this clause. Understanding what constitutes 'Excluded Claims,' 'gross negligence,' or 'willful misconduct' is crucial, as these terms can be subject to interpretation and could lead to significant financial exposure for the franchisee.