What is the Delta Hotels By Marriott franchisee's obligation regarding indemnification of the franchisor?
Delta_Hotels_By_Marriott Franchise · 2025 FDDAnswer from 2025 FDD Document
OF THIS AGREEMENT AND THAT SUCH STIPULATIONS WERE NOT UNILATERALLY IMPOSED ON IT BY MARRIOTT.
- 11. Indemnification. Franchisee agrees to defend, indemnify and hold harmless Marriott, its affiliates, and each of their respective current and former officers, directors, shareholders, agents, representatives and employees, and all other persons or entities acting on their behalf, from and against any and all actions, costs, claims, losses, expenses and/or damages, including attorney's fees, asserted by third parties, arising out of or resulting from the performance of the Services or any other action contemplated by this Agreement.
- 12. Covenants not to Sue. Franchisee and Marriott hereby acknowledge their mutual understanding that success under the Programs is uncertain, and their mutual desire to ensure that these Programs not damage their existing relationship by resulting in contentious, distracting and expensive litigation.
Source: Item 6 — Obligations of Franchisee.** Franchisee agrees to the following: (FDD pages 363–513)
What This Means (2025 FDD)
According to Delta Hotels By Marriott's 2025 Franchise Disclosure Document, the franchisee has specific obligations regarding indemnification. The franchisee must defend, indemnify, and hold harmless Marriott, its affiliates, and their respective current and former officers, directors, shareholders, agents, representatives, and employees, as well as other persons or entities acting on their behalf. This indemnification extends to any and all actions, costs, claims, losses, expenses, and/or damages, including attorney's fees, that are asserted by third parties.
This obligation arises out of or results from the performance of the Services or any other action contemplated by the Franchise Agreement. In simpler terms, if a third party brings a claim against Marriott due to something the franchisee did or related to the services provided under the agreement, the franchisee is responsible for defending Marriott, covering their costs, and protecting them from any losses.
This is a significant responsibility for a Delta Hotels By Marriott franchisee. It means that the franchisee could be financially liable for a wide range of potential issues, including legal fees and damages. Prospective franchisees should carefully consider this obligation and ensure they have adequate insurance coverage and legal advice to manage this risk. It is also important to understand the scope of the 'Services' and 'any other action contemplated by this Agreement' to fully appreciate the extent of this indemnification obligation.
Furthermore, the franchisee also agrees to defend, indemnify, and hold harmless Franchisor, its Affiliates, and their respective directors, officers, employees, and agents, from any claim, loss, liability, cost, or expense arising out of any agreement alleged by any third party to be in conflict with the Term Sheet. This indemnification is related to any potential conflicts with existing agreements the franchisee may have with third parties concerning the site or the hotel.