What is the franchisee's obligation regarding indemnification of Delta Hotels By Marriott and related parties?

According to the 2025 Delta Hotels By Marriott Franchise Disclosure Document, the franchisee has specific obligations regarding indemnification. The franchisee must defend, indemnify, and hold harmless Marriott, its affiliates, and their respective officers, directors, shareholders, agents, representatives, and employees, as well as anyone acting on their behalf. This indemnification covers any actions, costs, claims, losses, expenses, and/or damages, including attorney's fees, that are asserted by third parties. These liabilities must arise out of or result from the performance of services or any other action contemplated by the franchise agreement.

Additionally, if there are any existing third-party agreements that conflict with the Term Sheet, the franchisee is responsible for defending, indemnifying, and holding harmless the Franchisor, its Affiliates, and their respective directors, officers, employees, and agents from any claims, losses, liabilities, costs, or expenses arising from these conflicting agreements. This means that if a third party claims an agreement conflicts with the Term Sheet, the franchisee will bear the responsibility for any associated legal or financial repercussions.

In practical terms, this means a Delta Hotels By Marriott franchisee could be responsible for covering Marriott's legal costs and damages if a third party brings a claim related to the franchisee's operations or conflicting agreements. This is a significant obligation that could potentially expose the franchisee to substantial financial risk, depending on the nature and scope of the claims. Franchisees should carefully review the terms of the franchise agreement and any related documents to fully understand the extent of their indemnification obligations and seek legal counsel to assess the potential risks.