What is the Embassy Suites franchisee agreeing to do regarding claims, demands, and liabilities related to the Franchise Agreement before the execution of the letter agreement?
Embassy_Suites Franchise · 2025 FDDAnswer from 2025 FDD Document
- (e) Franchisee hereby fully and forever releases, discharges, and agrees to indemnify, defend, and hold harmless Franchisor, its predecessors, successors and assigns and each of their respective former and present officers, employees, directors, shareholders, partners, members, parents, subsidiaries, affiliates, alter egos, representatives, agents, and attorneys (collectively, the "Released Parties"), from any and all Claims, demands, liens, actions, agreements, suits, causes of action, obligations, controversies, debts, costs, attorney's fees, expenses, damages, judgments, orders, and liabilities of whatever kind or nature in law, equity, or otherwise, whether now known or suspected which have existed, may or do exist ("Released Claims"), based on any facts, events, or omissions occurring before the execution of this letter agreement which arise out of, concern, pertain, or relate in any way to the Franchise Agreement [IF APPLICABLE: or the Existing Comfort Letter ].
Franchisee acknowledges that it may hereafter discover Claims presently unknown or unsuspected, or facts in
Source: Item 23 — RECEIPTS (FDD pages 97–305)
What This Means (2025 FDD)
According to the 2025 Embassy Suites Franchise Disclosure Document, the franchisee is agreeing to release and indemnify the franchisor from any claims, demands, and liabilities related to the Franchise Agreement that occurred before the execution of a letter agreement. Specifically, the franchisee fully and forever releases, discharges, and agrees to indemnify, defend, and hold harmless Embassy Suites, its predecessors, successors and assigns, and their respective officers, employees, directors, shareholders, partners, members, parents, subsidiaries, affiliates, alter egos, representatives, agents, and attorneys from any and all claims, demands, liens, actions, agreements, suits, causes of action, obligations, controversies, debts, costs, attorney's fees, expenses, damages, judgments, orders, and liabilities of whatever kind or nature in law, equity, or otherwise, whether now known or suspected which have existed, may or do exist, based on any facts, events, or omissions occurring before the execution of this letter agreement which arise out of, concern, pertain, or relate in any way to the Franchise Agreement.
This means that the franchisee is giving up the right to sue Embassy Suites for anything that happened before the letter agreement was signed, even if they discover new information later. This is a significant commitment and should be carefully considered. The franchisee is also agreeing to cover Embassy Suites' legal costs if someone else sues them based on events that occurred before the letter agreement.
This type of release is common when a lender is involved and requires a "comfort letter" from the franchisor. The letter provides assurances to the lender, and in exchange, the franchisee provides these releases and indemnifications. Prospective franchisees should seek legal counsel to fully understand the implications of this clause before signing.