Under what circumstances will Crowne Plaza indemnify a franchisee against third-party claims?
Crowne_Plaza Franchise · 2025 FDDAnswer from 2025 FDD Document
- 15.2 Indemnification by Us. Subject to the Liability Cap and the Damages Exclusion, we agree to indemnify you from, and defend and hold you harmless from and against, any third party claims brought against you and all related losses to the extent such claims result from or arise out of: (a) our material breach of our representations, warranties, or obligations set forth in the Agreement; (b) any claims initiated by our Affiliates or agents asserting rights under the Agreement; or (c) gross negligence or willful misconduct by us or our agents.
For avoidance of doubt, the obligations under this Section 15.2 shall not apply to Bank with respect to Non-Bank Services.
- 15.3 Intellectual Property Infringement Indemnification. Processor will indemnify, defend, and hold you harmless from and against any third party claim alleging that the Services infringe or misappropriate any patent, copyright, trademark, service mark, trade secret, or other proprietary right (collectively for purposes of this Section 15.3, "Intellectual Property Rights") of such third party; provided that the foregoing indemnification under Section 15.3 shall not apply to that portion (and only that portion) of any third party claim that is caused by, results from, or arises out of: (a) your failure to use the Services as required under the Agreement; (b) your configuration, modification, or use of the Services in combination with other products or services (including software, equipment, or systems) that are not provided by Processor and that combination creates a process or method that is the causation for the infringement or misappropriation; (c) Processor's use of any designs, artwork, concepts, trademark specifications, or other copyrighted materials provided by you or on your behalf (including by IHG) in connection with the Agreement; or (d) Processor's custom development of the Services pursuant to a request by you or IHG and that development creates a process or method that is the causation for the infringement or misappropriation (the claims (or portions of claims) referred to in the foregoing clauses (a), (b), (c) and (d) are herein referred to collectively as the "Excluded Claims").
Source: Item 23 — Receipts (FDD pages 100–424)
What This Means (2025 FDD)
According to Crowne Plaza's 2025 Franchise Disclosure Document, Crowne Plaza (referred to as "we" in the agreement) will indemnify a franchisee under specific conditions related to third-party claims. Crowne Plaza will protect the franchisee from third-party claims and cover related losses if these claims arise from (a) Crowne Plaza's material breach of their representations, warranties, or obligations as outlined in the franchise agreement; (b) claims initiated by Crowne Plaza's affiliates or agents asserting rights under the agreement; or (c) gross negligence or willful misconduct by Crowne Plaza or its agents. This protection is subject to a Liability Cap and the Damages Exclusion, which are likely defined elsewhere in the agreement.
However, these indemnification obligations do not extend to the Bank concerning Non-Bank Services. This suggests that if the claims are related to services provided by a bank that are not part of the standard banking services, Crowne Plaza's obligation to indemnify the franchisee does not apply.
In addition, a third party (Processor) will indemnify, defend, and hold the franchisee harmless from and against any third party claim alleging that the Services infringe or misappropriate any patent, copyright, trademark, service mark, trade secret, or other proprietary right of such third party. However, this indemnification does not apply to any third party claim that is caused by, results from, or arises out of: (a) the franchisee's failure to use the Services as required under the Agreement; (b) the franchisee's configuration, modification, or use of the Services in combination with other products or services that are not provided by Processor; (c) Processor's use of any designs, artwork, concepts, trademark specifications, or other copyrighted materials provided by the franchisee or on the franchisee's behalf; or (d) Processor's custom development of the Services pursuant to a request by the franchisee and that development creates a process or method that is the causation for the infringement or misappropriation.