What are the indemnification obligations of the franchisee to Delta Hotels By Marriott, its affiliates, and their personnel?
Delta_Hotels_By_Marriott Franchise · 2025 FDDAnswer from 2025 FDD Document
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- Indemnification. Franchisee agrees to defend, indemnify and hold harmless Franchisor its affiliates, and each of their officers, directors, agents and employees, from and against any and all actions, costs, claims, losses, expenses and/or damages, including attorney's fees, arising out of or resulting from the performance of the Services.
The obligations of Franchisee under this Section 6 shall survive the termination of this Agreement.
Source: Item 7 — Franchisor reserves the right to challenge the applicability of any law that declares provisions in the Agreement void or unenforceable. (FDD pages 288–363)
What This Means (2025 FDD)
According to Delta Hotels By Marriott's 2025 Franchise Disclosure Document, the franchisee has specific indemnification responsibilities under the Shared Services Agreement. The franchisee must defend, indemnify, and hold harmless Delta Hotels By Marriott, its affiliates, and their respective officers, directors, agents, and employees. This obligation extends to any actions, costs, claims, losses, expenses, and/or damages, including attorney's fees, that arise from or result from the performance of the services outlined in the agreement. This means that if a third party brings a claim against Delta Hotels By Marriott related to the services provided under the agreement, the franchisee is responsible for covering the associated costs.
This indemnification clause is significant because it shifts potential liabilities from Delta Hotels By Marriott to the franchisee. The franchisee's responsibility includes covering legal defense costs, which can be substantial, regardless of the outcome of any legal proceedings. The franchisee should carefully review the scope of the services covered by the Shared Services Agreement to understand the potential liabilities they are assuming.
Furthermore, the FDD states that these indemnification obligations survive the termination of the Shared Services Agreement. Therefore, even after the agreement ends, the franchisee remains responsible for any claims that arise from activities that occurred during the term of the agreement. Prospective franchisees should consult with legal counsel to fully understand the implications of this indemnification clause and to assess the potential financial risks involved.